Marvelous Heroes
by TigerVolcano5000
Summary: Ben Tennyson. Gwen Tennyson. Kevin Levin. They've lost everything. Friends, family, their home. Now they find themselves in a new reality, a MULTIVERSE completely separate from their own. A reality with its own heroes...and villains. Will these three be able to be heroes again? Or are their wounds...simply too deep to heal? Rated for violence, language, and future lemons.
1. Everything Changes

**(Author's Note: Hello my loyal readers!**

**I'm…NOT in the best of moods as of late. Why, you may ask? Well…multiple reasons, but one of the main ones is the continued nonsense between Marvel and Sony. I don't want to start any kind of debate or argument about this stupidity, so I won't tell you who's side I'm on. All I'm going to say is…that Spider-Man needs to be put BACK in the MCU. Like…NOW!**

**But…onto other (more important) stuff.**

**That's right…another story. Let me do my thing, I've got plans to make it work. Why am I starting this story, you may? Well…I can't say. At least not yet. Let's just say…for what I have planned, it's best to start this story as soon as possible. Things'll become clear…at some point:/**

**And to make sure that things are clear, this IS a Ben 10/MCU crossover (as I've been known to..."confuse" people in the past:/)**

**And FYI, this is set AFTER Ultimate Alien...but Omniverse did NOT happen (because I don't properly know the show to use it:/). **

**Hope you guys enjoy:)**

**Chapter One: Everything Changes**

It was dark…it was nighttime. But it was FAR from peaceful.

The town of Bellwood…had been attacked, and currently laid in a broken wreckage of its former self.

The buildings in the town (that weren't a pile of ash on the ground) had crumbled into pieces, littering the ground. A fire had broken out, and had grown to a MASSIVE size as it did it's best to consume the entire town.

But the most horrifying aspect of all? The corpses.

Hundreds (if not _thousands_) of corpses littered the streets in a river of blood. The corpses ranged from simply lying there with a hole in the chest…to literal body parts being scattered throughout the wreckage. And not all of these corpses…were human. Some were humanoid creatures with fangs, claws, and skin tones that ranged from dark red/orange to light green. Some were four-legged, dog-like creatures with light blue fur. Some creatures had pink(ish) skin, with bat-like wings and tentacles. Some were even robotic humanoids.

But the primary focus of our story…is the dark green car with black stripes that was currently speeding it's way through the ruined town. After about…two minutes of speeding, the car (rather suddenly) came to a stop in a ghost town of a neighborhood. The fires that were consuming most of the town had seemingly not reached…with the exception of a single house.

As the car stopped…three people came out. The first (stepping from the back) was a boy with fair skin and brown hair. He wore a pitch black shirt, a green jacket with white lines and a "10" on it, black pants, and white/black shoes. He also wore a green gauntlet-like object on his left wrist.

The second (stepping from the passenger side) was a girl with fair skin and red hair that reached the middle of her back. She wore a dark blue shirt with a white collar and white cuffs, a black skirt with a white line around her waist, dark red/brown(ish) leggings, and black shoes.

The final (stepping from the driver's seat) was a boy with fair skin and black hair that almost reached the bottom of his neck. He wore a black t-shirt over a grey long-sleeve shirt, dark blue pants, and black shoes.

These three were three of the world's greatest heroes/defenders. Benjamin "Ben" Kirby Tennyson (the boy with the gauntlet), Gwendolyn "Gwen" Tennyson (the redheaded girl), and Kevin Ethan Levin (the black-haired boy).

All three of them raced their way out of the car, stopping. In. HORROR as they came before the burning house. Unable to keep the dam from breaking, Gwen threw herself into Kevin's chest as tears were falling from her eyes. Kevin quickly wrapped his arms around his girlfriend, putting his head to her hair as he began to feel tears spilling from his eyes as well.

Ben collapsed to his knees as he stared at the flames with eyes the size of dinner plates. He shut his eyes tightly, not able to keep the tears from falling from his eyes. He clenched his hands into fists, feeling his nails beginning to dig into his skin. "Damn it," he whispered, before gradually growing later, "Damn it, damn it, DAMN IT!" He slammed his fists against the ground, feeling more tears beginning to fall down (despite his best efforts to stop them).

Not long after the battle in Bellwood had begun, Max Tennyson (Ben and Gwen's grandfather) had requested some be moved to one house so that they could be properly protected from the danger (which was MUCH more severe than expected). Along with he himself (Max), there were Carl and Sandra (Ben's parents), Frank and Natalie (Gwen's parents), Kenneth (Gwen's elder brother) Kevin's mother and his stepfather (Harvey Hackett), along with Ben's girlfriend Julie Yamato and her Galvanic Mechamorph pet Ship.

"Yes…it's a tragedy, isn't it?" The heads of all three teenagers shot up towards the flames, seeing a figure walking their way out of the fire.

The figure was not human. They stood nearly twice as tall as the teens, with dark green skin, a squid-like head, and triangular red eyes. They wore a black suit with red chest armor, blue bottoms with silver padding on his knees and bottom legs, and a black fingerless glove with a red orb on top of the palm. There was a golden armor piece on his left shoulder, and a large golden gauntlet with an equally as large yellow gen on top of the palm. He wore a golden belt with a red and silver pistol strapped to his waist, and had a large sword strapped to his back. He was also smirking, holding…something in his right hand.

"You," Ben hissed, pure venom in his voice as he glared at the being before him with the intensity of a thousand suns. Gwen and Kevin had pulled away from each other, each of them glaring with the exact same intensity as Ben. "You BASTARD!"

The being glanced at their glaring, tearing faces…and simply laughed, "This," he held his arms out, "Is your penalty. For ever thinking that I would not achieve my vengeance upon you, Ben Tennyson. After you three fall, the Earth will soon follow. All will fall to Vilgax, conqueror of…eleven worlds," the now-named Vilgax gloated as he chucked the object in his hand at the teenagers. The object bounced and rolling across the ground before coming to a stop a few feet before the three teens. As their eyes glanced down at the object, their expressions of rage were replaced with ones of HORROR!

It was a severed human head! The head had pale skin and grey hair, along with green eyes **(1)**. This was the head…of Max Tennyson.

None of then moved, too horrified to do so. Eventually, however…it was Ben that did react. He glared at Vilgax with an intense that took even Vilgax off-guard (though he didn't show it), tears now pouring from his eyes. Without another word (simply heavy breathing), Ben grabbed the gauntlet on his wrist. A holographic image appeared from the device and Ben slammed onto it without hesitation.

The teenager disappeared in a flash of green light, Vilgax not looking away (despite the light). When the light died down…a completely different being stood in Ben's place. He was now a twelve-foot tall humanoid dinosaur, his outer body being dark orange and his inner body being a peach-like color. He had two triangular green eyes, a tail, and a symbol on his chest that had two green triangles that touched each other at the top and two black ones off to the side.

This "man-dinosaur" glared at Vilgax before grabbing the symbol on his chest, twisting it to the left, and slamming onto it again. In another flash of green light, he had…changed. He had grown taller and larger, with his dark orange skin turning dark green and his peach skin turning in almost purple/dark blue color. He gained a large shell with spikes on the side, a mace-like object on the tip of his tail, silver cylinders on his fingers, spikes on his chest that surrounded the symbol, and two horns the sides of his face. The symbol on his chest now grew spikes across it, forming an "X" on his chest.

Vilgax chuckled, "Ah…Ultimate Humungousaur, you aren't playing games this time Tennyson," Vilgax unsheathed his sword, "Fortunately…neither am I." Ultimate Humungousaur snarled before letting out a monstrous roar, charging at Vilgax like a pissed off bull. Kevin placed his hand on his car, green armor (the same color as his car) spreading over his body, his hand shifting into a mace.

In a flash of light, Gwen changed as well. She changed into a dark purple, humanoid being with pupil less eyes, pink energy strands for hair, and no clothes.

Vilgax raised up his gauntlet arm as Ultimate Humungousaur raised his giant fist into the air, a yellow rectangular force field appearing to block the attack (cracks in the earth forming and pushing Vilgax slightly into the ground from its force). Vilgax threw his arm to the side (pushing the evolved Vaxasaurian's fist away from him) and stabbed his sword point forward.

Ultimate Humungousaur moved his head to the side, avoiding the attack and showing impressive reaction time, and grabbed ahold of Vilgax's sword arm. He tightened his grip on the appendage (causing Vilgax to flinch in pain) before lifting him up, and slamming him into the ground. He then threw him into the air, to which Kevin quickly leaped up and slammed his mace hand into Vilgax's face.

As Vilgax's back collided with the ground, Kevin grabbed him by his tentacles and threw him towards the team's only female member. Gwen let out a yell as she threw her arms forward, shooting two massive beams of cracking energy that collided with the warlord. Vilgax went flying into the wreckage, but was only there for a moment before Ultimate Humungousaur went charging forward after him.

Ultimate Humungousaur tore through the wreckage until he found Vilgax, grabbing ahold of the his body and throwing him into the air. His hands then changed into two giant gattling guns, firing off dozens of missiles towards the warlord. Two of them connected with the tyrant, then another two…then another two, and then another two, until Vilgax was completely covered by a cloud of smoke.

Not choosing to wait, Gwen quickly flew towards the (dispersing) smoke cloud. Just as Vilgax was seen flying back towards the ground, Gwen quickly flew behind him and placed her hands on his back. The tyrant only had a moment to react/prepare before he was sent flying towards the ground when she fired a massive blast of energy (even larger than the first one) at point-blank range. The second Vilgax's body connected with the ground, there resulted in a MASSIVE explosion (who's smoke covered the entire area).

All three of the teenagers didn't waste anytime in charging forward towards the grounded madman. From the smoke cloud, however, shot forth two thin beams of energy. As they came towards Kevin, the Osmosian hybrid quickly sidestepped to avoid them…but the beams quickly turned and struck Kevin dead in the center of his chest, sending him flying into another lawn.

"Kevin!" Gwen cried out, quickly racing towards her downed boyfriend. Vilgax then shot out of the crater (that was made) and delivered a strong right hook to Ultimate Humungousaur's face…the sheer force of the attack knocking the hyper-evolved Vaxasaurian to his back.

Not long after, Ultimate Humungousaur grunted when he felt a boot slam onto his throat. He saw Vilgax standing over him, raising his sword into the air, "I'll take _your_ head next!" As Vilgax threw down his blade, Ultimate Humungousaur quickly slapped onto the symbol…disappearing in a flash of green light.

Vilgax's blade collided with the ground, a…green substance suddenly flying behind Vilgax. As this substance touched onto the ground, it morphed into a humanoid shape. His skin was green and his possessed long(ish) fingers, green eyes, a long object extending from his right shoulder, a flying saucer-like object floating above his head, and the same symbol from before on his chest.

Without making a word, he threw his hands forward…shooting out two streams of…slime towards the warlord. Vilgax leapt into the air, dodging the attack (which simultaneously melted down the barely standing house behind him), and then shooting forth at the shape-shifting.

As he threw a punch, his opponent's entire body suddenly split apart…resulting in the attack completely failing. As the changeling formed back together, he slapped the symbol on his chest...disappearing in yet another flash of green light.

The figure that appeared this time was a humanoid being made of crystals. Most of his body (his lower and upper body, and even a portion of his head) was covered in indigo crystals with black lines and dots that covered them. His arms and face was coated in pale green crystals, along with two long spikes coming from his back and two shorter ones coming from his chest. His eyes were (once again) green, with the symbol being on his chest.

Vilgax chuckled as he stood up, "Diamondhead. Well…certainly a much better choice for combat than Goop. Wouldn't you agree?" Diamondhead just glared, baring his teeth (almost like fangs), as he held up his hands…which then formed into two razor sharp shards.

Vilgax then grunted in pain as he felt something…hot collide his back. He (somewhat) looked over his shoulder to see Gwen and Kevin running (well…the former was flying) towards him…just as Diamondhead ran forward as well.

Vilgax turned and shot a laser at Gwen from his fingerless glove, resulting in the young Anodite having to put up a force field to defend herself. He moved the laser onto Kevin, striking him in the chest…knocking him onto his back.

He then spun around, swinging his sword towards Diamondhead…who blocked the attack by forming a shield with his arms. Vilgax pushed his blade down with his other hand, trying to push his opponent down. Diamondhead pushed his own strength against the tyrant's, both of theirs seeming to be equal.

Diamondhead then pushed up, knocking away Vilgax's weapon shooting a strong punch to Vilgax's gut. He shot a forth a left hook to Vilgax's face as a razor sharp blade appeared his other wrist. He stabbed the blade forth towards Vilgax's face, but the warlord moved to side…enough to where the blade only left a cut on his cheek. Using his gauntlet hand, he backhanded Diamondhead away…causing the teen hero to be sent sprawling across the ground.

With a "battle yell", Kevin (who had recovered from Vilgax's attack) leapt through the air…with both of his hands had turned into razor sharp blades. Vilgax quickly spun around, deflecting Kevin's attack with his sword. Kevin then pushed against Vilgax, backflipping away and sliding across the ground.

Gwen quickly flew up, reaching out and grabbing Kevin's hand. She lifted him into the air, spun him around like a top, and threw him towards Vilgax like a rocket. Just after she did so, she charged up an energy orb (about the size of a car engine) and threw it towards Vilgax with all of her might.

Vilgax was blasted off his feet by the attack, before quickly being shot into the ground by the soaring Kevin. With the warlord beneath him, Kevin grabbed ahold of Vilgax's collar and began mercilessly punching Vilgax square in the face. The tyrant got barely a second to gather himself in-between each punch.

In-between this beating, Vilgax put his fist over Kevin's body…and firing off his laser at point-blank range. Gwen was quick to cover Kevin in a pink energy bubble, slowly lowering him to the ground. The young Anodite turned to glare murderously at Vilgax before shooting herself off towards Vilgax like a bullet.

Vilgax tightened his grip on his sword, and was about to attack…before suddenly lurching forward in pain. Looking down, he saw a pale green crystal sharp impaled through his stomach (letting him know exactly who it was who attacked him).

Gwen decked Vilgax across the face with an energy-infused fist, sending Vilgax's head to go crashing into the ground. Diamondhead was quick, getting on top of Vilgax and grabbing him by the throat. He raised his other fist as a sharp spike emerged from the wrist, and, with a yell, threw his (sharded) fist towards the face of Vilgax.

The larger creature showed impressive reflexes, however, catching Diamondhead's wrist at the last second…and shot off a (mighty) kick dead in the center of his opponent's chest. No less than two seconds after he'd sent the Petrosapien flying, his arms and legs were suddenly pressed together…very tightly. Looking down, he saw light pink lines wrapped around himself tightly.

He was then levitated off of the ground, coming face-to-face with the glaring and furious expression of Gwen Tennyson. Before he could even make a comment, he was roughly thrown to the ground. He was then lifted up, higher than before…before being slammed into the ground (again), even harder than before.

Holding out her hand, Gwen levitated Vilgax up so that he was looking into her eyes once again. Her open hand then began to close into a fist, causing Vilgax to grunt/snarl in pain as he felt the bindings surrounding his body tighten like an anaconda.

Shooting open his eyes, he fired off his laser vision at the Anodite. Gwen brought up both his hands to deflect the attack with a shield, resulting in the bindings around Vilgax to disappear. The tyrant then sped forward, throwing a punch using his gauntlet hand. As his fist connected with Gwen (still there) shield, the force caused it to crack drastically.

Just then…a flash of green light appeared and a tall shadow towered over Vilgax and Gwen. As they both turned to examine the new figure, they were met with a literal titan!

The titan of a creature stood at over one hundred feet tall, his skin being a mix of red and white. Red, "shard-like" objects came out from his arms, while he feet were red as well (with red stripes that ran up from his feet to his knees). His legs, hands, and body were white, with his shoulders and "upmost" upper body being red. His front face was white while the rest of his head was red. He had green eyes, a red/black fin sitting atop his head, and the symbol on his chest.

The titan's arms were crossed over his body…before he threw them out and let out a monstrous roar (one that would make the likes of Godzilla and King Kong proud) **(2)**.

"Way Big," Vilgax muttered as he glared at the To'kustar that stood before him. Just then, he grunted in pain as he felt something large and hot colliding with his back (no doubt being caused by Gwen).

A split second later, Vilgax was grabbed into the large hand of Way Big…who wasted no time in trying to crush the villain in his hand. He then raised his arm (the one holding Vilgax) into the air, and threw his hand to the ground…opening his fist into a palm just before he made contact with the ground.

As Way Big lifted his hand up, Vilgax was there in a crater in the ground. He opened his red eyes, glaring merciless at the To'kustar and was about to fly out and slice that damn fin clean off …only Way Big proved to be faster.

Way Big (which a roar) punched Vilgax, pushing the madman further into the ground. Not wasting any time, Way Big threw another punch onto Vilgax's form. And then another. And then another…and another…and another…and another! All the while screaming/roaring like a feral animal, each punch forcing Vilgax further and further into the ground. The dead Bellwood was literally shaking under the sheer power of the rampaging To'kustar.

Now, normally…either Gwen and/or Kevin (most likely Gwen) would try to calm down Ben whenever they saw him going off against an enemy with such intensity.

But this time…they simply watched. Somewhat…impassively **(3)**.

As Way Big mercilessly attacked Vilgax (without the slightest hint of hesitation or mercy)…he didn't realize that the symbol on his chest was no longer glowing green. Now? It was blinking red.

As Way Big brought both of his hands together to bring them down (hard) upon Vilgax's form…he suddenly disappeared in a flash of red light, only to be left in his human form. More than a hundred feet in the air.

And then…he started falling.

"BEN!" Gwen was quick to react, forming a protective energy bubble around her cousin's body before he could hit the ground. She lowered him to the ground, "Are you okay?" She asked, worriedly.

"I'm fine," Ben growled, despite trying to keep anger out of his voice (as to not make Gwen think that his fury was directed at her). He then stared at the watch on his wrist, fury in his green eyes as he saw the (mild) red glow from the device. "DAMMIT! Not now!"

Gwen didn't react to her cousin's anger, knowing the reason behind it, "Just stay here Ben. Kevin and I will hold him off until the Ultimatrix researches."

Just then, both cousins heard a groan. Turning around (or looking behind Gwen, in Ben's case), the two heroes saw Vilgax crawling his way out of the crater that had been made when he was attacked by Way Big. His armor was cracked and even broken off in multiple places, allowing them to see the bruises around his form. He had a (bad looking) black eye and cuts littered his face, as his right arm hung limply at his side. Vilgax then grabbed ahold of his arm and snapped it back into alignment, barely flinching at the sensation.

He lunged at the two cousins with a roar (very much like a wild animal)…but was stopped when Kevin (out of nowhere) rammed into his form. Kevin morphed his left arm into a larger version of itself, and began punching Vilgax in the face. He got about three hits in, before Vilgax caught his fist when he attempted for a fourth punch. He shot his forehead into Kevin's, stunning the Osmosian for a few moments.

Vilgax then grabbed Kevin by his head and tossed him to the side. As he was about to run after him, his arm was held back by a construct from Gwen. She lifted him into the air before him down (hard) onto the street not far away.

Taking to the sky, Gwen charged up two orbs of energy (the size of basketballs) before chucking them both at the downed Vilgax. As Vilgax crossed his arms over his face in defense, Gwen seemed to take that as a conformation to continue.

The Chimera Sui Generis warlord was bombarded with orb after orb of pure energy, the attacks being shot MUCH faster than Vilgax would have expected. With the warlord distracted by Gwen, he was unaware of Kevin quickly racing up towards him.

Being just underneath Vilgax, Kevin shot up and uppercutted Vilgax…the attack knocking Vilgax a few feet into the air. Gwen then shot out a beam to encompass Vilgax in a bubble of energy, before quickly tossing him into the air. Vilgax went flying into the air for about…five seconds, before Gwen shot out another energy construct that wrapped across Vilgax's leg.

Vilgax paused in the air for about…two seconds, before pulling roughly pulled back to the ground. Gwen and Kevin didn't even flinch as Vilgax came crashing to the ground, building up a massive cloud of dust. Kevin morphed his hands into blades as he slowly approached the smoke cloud coming from the (newly formed) crater on the ground, Gwen levitating slowly next to him.

Suddenly…a laser shot forth from the smoke cloud, coming straight towards Kevin. Gwen quickly projected a shield around her boyfriend, just as the form of Vilgax made his way through the smoke cloud. Holding his laser pistol (BTWs).

Gwen gritted her teeth before two small beans of pink energy shot from her eyes, striking Vilgax and knocking the gun out of his hand. As the two teens charged forward, Vilgax suddenly took in a deep breath…and let it out.

The sheer force of Vilgax's "breath attack" was so strong that the two teens were struggling to keep themselves upright, and stop themselves from sliding across the concrete. Kevin grabbed ahold of Gwen's waist as she was about to go flying, digging his fingers into the ground to keep themselves placed where they were.

Just then…Vilgax suddenly stopped his "attack" and charged forward like a bull. Just as he was about to slammed his fist down upon them, Ben suddenly came out of nowhere…leaping and kicking Vilgax in the face with both of his feet, before pushing himself off and backflipping onto the ground.

Vilgax shook his head a bit before glaring at Ben…said glare quickly changing into a smirk, "Really Tennyson? Do you truly think you can defeat me without the Ultimatrix?" Ben just maintained his glare, before putting his fists up. "Hmph. So be it." With a battle cry, Vilgax charged. As he raised his fist to attack (causing Ben to prepare to dodge), however…something suddenly latched onto his arm. "What the-?!" This was the thought running through Ben's mind as well.

At least…until he got a better look at Vilgax's hand. It was something sort of…black goo. With...green lines on it. Ben's eyes widened, _It…can't be._ Suddenly, a head shot up. A black head with green eyes and a green circle on its "face" (that acted as an eye)…and this being looked pissed as its glare bore into Vilgax. "SHIP!" Ben cried out happily, almost feeling like actual crying at seeing the little guy still alive.

Ship pulled Vilgax's fist (roughly) into the warlord's face, hitting him with his own hand…over, and over again. After about the…sixth or seventh hit, Vilgax grabbed ahold of the Galvanic Mechamorph and tossed him to the ground before stepping on him.

Or…trying to, as Ship quickly moved out of the way. He then shot himself towards Ben and, before the teenager had time to react, began wrapping himself around his entire body. Within seconds, Ship had covered himself around Ben in a literal suit of armor. This "armor" was pitch black in color, with green lines running along the body and arms. The upper body was massive, large circles on the shoulders and helmet protecting Ben's head with a green visor and a small circle on his forehead.

Ben looked at his own hands and body in amazement. _So THIS is how Julie feels when he does this_, the mere thought of his late girlfriend threatened to bring tears to his eyes…but he shook them out (as best he could), _No time for that now_. "Thanks buddy," Ben whispered to Ship through the armor.

"Ben!" Said shapeshifter turned to see Gwen and Kevin heading over to him. Kevin's eyes were wide, "Is that-?"

Ben nodded, tears still threatening to spill from his eyes. Gwen flew up a bit, gently placing her hand on Ben's shoulder with a smile on her face. That piece of the armor reacted, Ship's "head" emerging from Ben's shoulder to be (officially) petted by the young Anodite. Ben's smile turned into a frown as he looked back to Vilgax, who still looked stunned by this development. Ben then cracked his knuckles, before running forward like a bull, the others not far behind.

Vilgax shook off his "stunning", and charged as well. Ben ducked underneath Vilgax's punch and shot his fist into Vilgax's chin. Kevin leaped into the air and dropped down, slamming both of his feet into Vilgax's stomach. He quickly leapt out of the way as Gwen flew high into the air. She glared down at the warlord before placing her hands into the air, "TEMPESTUS IMPAETUS!" Suddenly, the sky darkened a split second before a bolt of lightning shot down from the heavens. The tyrant howled in pain as the (magically-enhanced) electricity struck through his body.

Vilgax had no time to recover after the lightning, as Ben ran up and grabbed Vilgax by his leg. Picking him up, Ben spun him around like a top before tossing him into the air. "Ben!" Kevin called out as he ran over to his (armored) friend. Ben (knowing what Kevin was planning) placed his hand out, allowing Kevin to leap onto said hand…before chucking his friend into the air, right after Vilgax.

Kevin grabbed ahold of Vilgax by his collar as he spun facing Kevin. Deciding to waste no time, Kevin began throwing his fist into Vilgax's face without mercy. Kevin enhanced his fist to punch Vilgax across the face, before quickly changing it into a hammer and "back fisting" Vilgax.

Soon…the two began falling.

Kevin began smacking Vilgax across the face with his "hammer hand" as the two of them plummeted. Vilgax (after a few more swings) caught Kevin's "hammer hand" and decked the Osmosian hybrid across his face. He then grabbed ahold of Kevin's entire face/head (large hands, and whatnot), and reversed their positions so that Kevin was closer to the ground.

Just then, however…something came out of nowhere and latched onto Vilgax's form. This "something" pushed Vilgax away from Kevin, and pushed him further into the air. Opening his eyes, Vilgax was met with the glaring expression of Ben. "You will _never_ defeat me," Vilgax growled, blood coming from his lip.

"Will…you…shut up?!" Ben roared as he threw Vilgax even further into the air. His hands then morphed into two cannons, and he blasted Vilgax with a large beam of green energy (by placing his cannon arms right next to each other). Vilgax caught himself after a few moments, and threw his "gloved" hand out…shooting out a red laser to counter Ben's own.

The two beams of energy met in a violent collision of power, resulting in a shockwave to ripple through the (already wrecked) town.

After having rescued Kevin from falling to the ground, Gwen looked up to the beam clash between her cousin and her enemy. Rather slowly, she raised her hand into the air. Said hand was practically shining (and damn near sparkling!) with pink energy, before it clenched into a fist and fired off a mighty pink of energy. When the beam reached them, the attack seemed to…merge with Ben's, amplifying the (already powerful) attack to astonishing levels!

Vilgax's own attack could only hold back the combined power of Ben and Gwen for a few seconds, before their own beam (or beams?) overpowered his own. He placed his gauntlet hand in front of himself, forming a shield just before the beam struck.

The force of the attack easily pushed Vilgax back, seemingly threatening to destroy the gauntlet itself (if not his entire arm) as it pushed him back (rather violently).

_I will destroy them all_, Vilgax snarled in rage as he was pushed back.

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Ben lowered to the ground, landing near Gwen and Kevin. "Do you think that got him?" Kevin asked, already suspecting the answer.

"No," Ben answered without hesitation. Ship's head emerged from Ben's shoulder, staring into the sky along with Ben.

"Yeah, thought that was a bit too much of "wishful thinking" on my end."

"We should go after him," Gwen stated, levitating into the air.

"No point," Ben, rather bluntly, stated. "He's still alive, and he'll be coming back any second now. If he actually wants to conquer the Earth, he knows that he'll have to kill us first…as he knows that we'll be his greatest threats."

Mere moments after Ben said that, Vilgax came flying back towards the heroes. The two sides glared at each other as Vilgax slowly lowered to the ground, near the wreckage of the house. Spotting his sword on the ground (after having lost it before), Vilgax picked it up. He turned to glare at the teens as his grip tightened on his sword.

Then…he was off.

Kevin was the one who charged off after the tyrant, changing his hands into blades. Kevin slashed his "hands" at Vilgax viciously, Vilgax deflecting the (surprisingly quick) attacks with his blade. Seeing an opening, he seized Kevin by the throat and slammed him into the ground. Ben stretched out one of his hands and decked Vilgax across the face, a few seconds before Gwen came flying in…blasting the tyrant away with energy blasts.

Just then, as Ben was about to fly after Vilgax, Ship's head appeared from Ben's shoulder and began talking, "Ship, ship. Ship, ship, ship, ship."

"What is it, boy?" Ben asked the Galvanic Mechamorph. Ben's arm raised a bit, before Ship "peeled back" (for lack of a better term)…revealing the now green glow of the Ultimatrix. Now Ben knew what Ship was saying. The Ultimatrix had recharged, or…at the very least, it had recharged enough to where it can be used.

Just then, staring at the faceplate of the Ultimatrix…an idea formed within Ben's mind as his eyes widened.

Idea in mind, Ben turned to the fight between his team and his enemy…and quickly raced towards them all. As Vilgax raised his sword overhead to slash down upon Gwen (possibly attempting to decapitate her), Ben quickly grabbed Vilgax's arm and morphed his free arm into a cannon. He placed the cannon about…three inches away from Vilgax's chest, and (without hesitation) blasted the warlord away with an energy blast. The attack forced Vilgax through the wreckage of the house and continued a while away through other houses (or…what remained of them).

"Ship," Ben patted his chest, "Off boy." Ship did just that, causing the armor that surrounds Ben to disappear as the small alien remained on Ben's shoulder. Ben turned to his friends, a complete serious expression on his face and in his eyes.

"Ben?" Kevin was the first to ask, "What is it?"

"I can fix this. I'm certain that I can," Ben replied.

"What do you mean?" Gwen asked.

Ben held the Ultimatrix out, "I need the keys from both of you. Now." Both of their eyes widened to the size of dinner plates.

Gwen moved up and put her hands on Ben's shoulders, "Ben, do you think that's alright? What're you trying to do?"

Ben took ahold of Gwen's forearms, "Gwen, I can fix this with Alien X. I can make everything back to like it was. I can bring everybody back and finally end Vilgax once and for all. But I need the keys from you guys." Gwen and Kevin shared a look of uncertainty. Technically…Ben wasn't wrong. Alien X was a Celestialsapien, a member of a species that exists _outside_ of the universe and are capable of manipulating space, time, and reality with ease. He possessed near limitless strength and stamina, nigh-on invulnerability, practical endless creation and destruction, the capability of actually erasing beings from existence itself, and so. Much. More.

The power of Alien X was almost limitless. So Ben wasn't wrong in the belief/statement that he could fix…everything with Alien X's power. "Are you sure Tennyson?" Kevin asked, complete seriousness in his tone.

"Completely," Ben replied equally as seriousness, staring into Kevin's eyes with equal the intensity. His cousin and his best friend shared one final look before they reverted back to their normal forms. The two teens then took necklaces from around their necks, revealing small silver "chip-like" (for lack of a better term) objects in the middle of the necklaces.

A while ago, Ben had Kevin built in a security system into the Ultimatrix. This was done to ensure that, on the off chance that someone succeeded in taking the Ultimatrix, their enemy wouldn't be allowed access to Alien X. Or even worse, for Ben to accidently transform into him during battle. So…this security system would lockdown Alien X, unless unlocked by the two keys that Ben had entrusted to his cousin and his best friend.

Gwen and Kevin took ahold of the keys themselves as Ben held his "Ultimatrix hand" out. Gwen and Kevin placed the keys onto the matrix's core…and twisted them.

Suddenly…the Ultimatrix glowed bright green as an image of DNA emerged from the watch. "**DNA Lockdown Overridden**," the Ultimatrix "spoke". At that moment, unknown to the heroes, Vilgax had picked himself from his landing spot and was heading back to them. Vilgax was surprised when he saw the Ultimatrix glowing like it was. After a few seconds, the DNA disappeared…and took on the form of a humanoid creature. Vilgax's eyes in shock… because he knew that transformation. His glare reappeared and his grip on his sword tightened considerably. He charged forward just as the Ultimatrix said, "**Transformation 10….Unlocked**."

Just as Ben raised his hand to slam down on the faceplate…Vilgax leapt through the air, his blade pointed downwards.

Time itself seemed to draw to a standstill as the Chimera Gul Seneris warlord leapt through the air. All three teens seemed too focused on the Ultimatrix to focus…until it was too late. Ship was the first too notice something "out of the ordinary" as he turned to face the flying warlord. He tried to leap at Vilgax, just as he came ever closer to his enemies.

Vilgax drove his sword to the Ultimatrix as Ben's hand neared the faceplate. Gwen and Kevin noticed, and tried to stop him…but he was already too close for them to react to properly. Just as Ben's hand pressed down onto the faceplate, Vilgax's sword followed through as it stabbed the faceplate through Ben's hand…all others present being too slow or too distracted to act in time.

…

…

And that when all hell broke loose.

Vilgax's attack and Ben's pressing down caused a bright and fierce light to violently erupt from the Ultimatrix, even as the two warriors were sent flying to the ground…the result shockwave knocking down Gwen, Kevin, and Ship as well. A green energy beam/ray shot forth from the Ultimatrix and struck Vilgax with the intensity of a star. The warlord howled in pain as the energy of the matrix shot through his entire being, the energy causing Vilgax to levitate into the air. The screaming of Vilgax continued for a few moments as the light that surrounded him glowed brighter, until, eventually, the warlord completely disappeared within the light (from everyone's sight)...merely a few moments before that "particular light" faded away.

As soon as this happened, the light from the Ultimatrix glowed even brighter. Ben grabbed ahold of his left arm (ignoring the pain from his hand's new wound), trying to (seemingly) force him arm down in some attempt to keep the crackling energy under control. Ben was gritting his teeth as he tightened his grip on his arm, the energy seemingly growing more and more intense with each passing moment.

Just then…a beam shot out of the Ultimatrix, and struck the…air, only a few feet away from Ben himself. The beam itself just striking the space in front of Ben…before it formed a small green circle in the air. This circle quickly grew in size, growing from the size of a penny to the size (height) of a truck.

The portal was only open for a few seconds…before Ben began sliding towards it.

"BEN!" Gwen threw out her hand, summoning a pink energy construct to grab ahold of Ben's leg. Kevin then quickly ran up and took ahold of Gwen's hand as she started sliding to, before putting his hand to the ground. The stone on the ground coated Kevin's body as armor (like before, with the metal on his car), just seconds before Kevin shifted his (free) hand into a blade and driving it into the earth. Ship even jumped in to aid them, wrapping himself around Kevin's arm before stretching out and wrapping himself around a street pole.

The four beings were there, struggling as the portal attempted to suck them all in. Ben in particular was floating, staring on in shock and horror at the dark green portal that was barely a few inches away from him.

As time went on, however, Ship in particular was struggling to keep him latched around the street pole (which, in of itself, was beginning to crack). In spite of the Galvanic Mechamorph's attempts, the pole simply couldn't hold up.

CRACK!

All three of the young heroes yelled as they went flying through the dark green portal along with Ship…afterwards, the portal was only "stable" for a few more seconds before it slowly collapsed.

Then…it was all quiet.

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Where Ben, Gwen, Kevin, and Ship were traveling through was…difficult to properly describe. The dark green they saw from the portal quickly faded away, and lead to…a pathway of indescribable shapes and colors. They couldn't describe what was before them even if they wanted to.

All they could do was yell as they were flung through this "pathway" like opening. After Lord only knows how long, they were eventually able to make out something that they could make out. There was something that they could only describe as a bright white light at the end of this "tunnel".

Suddenly, though…they were all (for lack of a better term) "thrown down" further then what they had to deal with before. This time, they were traveling through this "tunnel" at an even faster speed than before. They could all barely even keep their thoughts straight as it felt like they were moving at speeds that put even light to shame.

Then…everything went dark.

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Ben slowly opened his eyes, only to immediately close them from the bright light that assaulted his eyes. After a few seconds, Ben was finally able to open his eyes…despite the sunlight. "Uh," he groaned, "My aching head."

"Ben?" Said hero's eyes widened, spinning around to see Gwen, Kevin, and Ship lying only a few feet away from him.

"Guys!" Ben quickly stood up and ran over to them. Gwen got up and met him halfway, throwing her arms around her cousin in a firm hug. Kevin (while not normally a "hugging person") was quick to join his team, wrapping both of them up in a hug with his two large arms. Feeling something nudging against his leg, Ben looked down to see Ship rubbing his head against his leg. Ben bent down and scooped the Galvanic Mechamorph into his arm…putting him in-between himself and Gwen, as Ship rested his head on Ben's chest. It took Ben a while to realize…that there were tears falling down his face. Not just his face…but down the faces of Gwen and Kevin as well.

So they all just stood. Holding onto one another…and crying silently, all weeping from their loses.

None of them knew exactly how long they just stood there…crying and holding onto one another. After…an undisclosed amount of time, the team finally pulled away from one another. Ship was left in Gwen's arms, who petted his head gently as he nuzzled closely into her.

"Where are we?" Kevin asked after a few moments of silence, looking around where they were. Now that they paid attention, the three teens (and the small alien) got a good look at where they were. It was…an alleyway. Ben stepped away from the others, to glance at the world before them. And he found….nothing.

Well…nothing out of the ordinary. He saw human beings walking around, simply living their lives. Literally…he couldn't see any difference from before. If he didn't know any better, he wouldn't even think that he wasn't on Earth.

But he was too smart and experienced for that. Something was out of the ordinary. He just didn't know what. "It doesn't look any different from Earth," he told the others.

"But that doesn't mean that it is Earth," Kevin replied as he stepped out to look.

"Could that portal have just transported us somewhere else on Earth?" Gwen stepped up with the boys, Ship hiding behind her (out of sight from outside views).

"It came from the Ultimatrix, who knows where it sent us?" Ben replied, staring at the watch on his wrist. "Maybe it's another timeline. Remember how Professor Paradox told us? When the older me showed up?"

"You mean a parallel universe?" His cousin asked, to which Ben just shrugged.

Kevin smacked his forehead, "Well that's just great. Now what're we supposed to do?" As soon as Kevin said that, Team 10 (and Ship) flinched as they suddenly heard and felt something pass by quickly. They quickly moved up, looking to the direction they heard the sound going. They saw a large, ship of sorts flying in the air. In a hurry, by the looks of it.

"Well…I guess that could be a good start," Ben commented.

"Ben...your hand," Gwen commented, finally seeing the wound her cousin had received from...him.

"I'll be fine," Ben waved off. He bent down and tore off a part of his pants (two inches before and above the knee, as well as on the knee itself) before tying it around his injured hand, "That'll do for now. Right now? We've got a ship to catch." Ben activated the Ultimatrix and disappeared in a flash of green light. Standing in his place was a red-skinned creature with a red tail and yellow wings connecting the bottom of his arms to his side. He had three fingers on each hand, two forward toes and one backward toe (as in, toe on the back of his foot) on his feet, and gills on his sides! He had two yellow horns, green eyes, and the Ultimatrix symbol on his chest…with two lightning-shaped black lines connected ring from the symbol over his shoulders and to his back. "JETRAY!" Jetray flew into the air before shooting after the ship.

"Always on the move," Gwen shook her head with a mutter.

"Ship, ship," Gwen and Kevin looked down to see Ship leap to the ground and jump a bit. He moved away from them, as he suddenly shifted into a…cube? This cube spun for a bit, gradually increasing in speed with each passing second…before he had suddenly morphed into a car.

"I love this guy," Kevin commented with a smile as he climbed into the driver's seat, Gwen soon following (after taking a moment to shake her head at her boyfriend) by climbing into the passenger's seat.

Within a few seconds, the car containing the two (three, if you wanna be "technical") sped off…following the Aerophibian, and the mystery ship.

**(Author's Note: Annnnnnnnnd scene! I really hope this little "premiere chapter" was good.**

**(1): I assume that all Tennysons have green eyes:/**

**(2): In an episode of Omniverse, an alternate version of Ben transformed into Way Big and roared like a kaiju. So, I logically assumed that all To'kustars could do this:/**

**(3): Sounds pretty cool, but makes perfect sense when you know the history.**

**Aa you can see, I went with the "cliché" plotline of Ben Tennyson losing everything before being sent to another world. Though, personally…I never regarded this as a "cliché" plot point. Throughout the various Ben 10 stories and crossovers I've read, I've seen this plot point used…what? Three times? MAYBE four? If that even! But…I digress.**

**But yeah…the difference between those and this is that Gwen and Kevin came along with him for the ride. I've only really seen one other story featuring this plotline, but with Gwen and Kevin surviving with him (as they're usually two of the most important casualties). Originally, I had planned for only Ben to survive the attack. Then, after some thinking (and seeing said story that featured Gwen and Kevin surviving along with Ben), I decided to keep Gwen and Kevin alive as well. And Ship too (because he's just so cute)!**

**The scene that messed me up? Vilgax chucking Max Tennyson's head at the kids' feet! Plus…I watched a few episodes of the original series beforehand, and I now feel like a jerk:( For those who either don't know or haven't figured it out, that scene was actually inspired by a deleted concept for Avengers: Endgame. In said concept, the 2014 version of Thanos, before traveling to 2023 with his army, would actually kill all of the Avengers in his timeline….and even destroy their Earth. And instead of sitting there and waiting for the Trinity (Captain America, Thor, and Iron Man…in case you, somehow, didn't know) to arrive, he would arrived through a portal…with the ruins of the 2014 Earth in his timeline being seen behind him. And then, he would toss the severed head of the 2014 Captain America at the current (or "main") Steve Rogers' feet. As a mind game, showing why he's so certain that he'll destroy the Avengers…because he's already killed them before. Ultimately, however, the concept was cut for being "too dark". Would this really have been too dark for a PG-13 film? I have only so much understanding of movie rating specifics:/**

**Now…there is one thing I'd definitely appreciate other opinions on. Back when only Ben was meant to survive, one of my earlier ideas was to give him a harem. As a means of testing my able to write stories where the protagonist would have a harem (cause I have a few ideas like that). Now that Gwen and Kevin are surviving alongside Ben, I'm a little…uncertain about keeping that idea in the story. Plus, I've recently become even more uncertain that giving Ben a harem would be a completely…"appropriate" concept to use in this story in particular (given Ben's…recent love life, if you know what I mean). What do you guys think? Ben WILL find love in this story, but yay or nay on giving him a harem? Should I do it or not? And if latter, what are your reasons? I'll probably leave this open and except answers and opinions until a reach a certain point in the story. **

**Anyway…review, favorite, follow, and I'll see you guys next time:)**


	2. A New Threat

**(Author's Note: Helllllllllooooooo my readers, welcome back!**

**Monshroud: Wow…that's a pretty good idea:) I was considering a little…"upgrade" for Kevin later on down the line, but that "upgrade" (now that I've really thought about it) doesn't really have anything to do with Kevin's own powers. We'll see…but I do like your idea:)**

**Yeah...I'm back. Between homecoming and mid-terms, things have been a bit...hectic:/**

**Here's a question: why is it that stations cancel their good shows? I hate that. You find a good show, get into it…and then they fucking cancel it! Really pisses me off! All kinds of good shows like Kevin Can Wait, Living Biblically, Superior Dounts, Scorpion, the Cool Kids (that one _really_ hurt), Rel, and I don't even _know_ if the Neighborhood is still on the air! Any shows that you guys were into that got cancelled way too soon?**

**Anyway…enjoy the story:)**

**Chapter Two: A New Threat**

Jetray was flying throughout this (strange, new) city, keeping his eyes locked onto the ship that was currently flying through this city. He didn't understand exactly what this ship was, who was in it, or what it is that they wanted.

However, it wouldn't hurt to make sure. Plus…in his experience, nothing good comes from a mysterious ship flying through a city in the middle of the day (or…at all, for that much).

He didn't bother to look behind and check for the others, as he knew that they were already following him. Plus, he'd no doubt was far faster than in any capacity that they could use to follow.

In his own inner musings, Jetray was brought out of subsequent musings…by the sound of gunfire. Looking outwards, Jetray's eyes widened when he saw the very ship that he was following was currently shooting at…something. His eyes narrowed and his teeth gritted…just before his eyes lowered onto the target of this attack.

The figure being shot at was (to the surprise of the changeling hero) a figure made entirely of metal. This "metal man" had red eyes and red lines glowing across their body.

There was, however, a second person that stood next to this "metal man". The man _appeared_ to be human (though, as Jetray knows, that doesn't necessary mean that he _is_ human), wearing a…unique (almost…superhero-like) suit. The suit was mostly dark blue with red and white stripes placed vertically along his stomach, with white cuffs around his arms, red lines on his shoulders, and a blue mask that covered the top portion of his head with a white "A" placed on his forehead.

In his hand, was a large circular shield that was encircled with red stripe, then a white stripe, then another red stripe, and a blue circle with a large white star in the center.

In Jetray's observations, he saw (what appeared to be) two humanoid robots fly out of the truck the "metal man" and the costumed man were fighting on and fly to attack the ship that was shooting at (what Jetray assumed to be) their leader.

Jetray pressed the symbol on his chest, "Guys…there's a truck with a robot and…what I'm guessing is some superhero fighting onto of it. Go see what that's about. I'm gonna go airborne and chase after that ship and some more robots." With that, the Aerophibian flew higher into the air at supernatural speed.

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"Ben!" At seeing that her cousin had already cut the connection, Gwen sighed and rubbed her temple, "Never wants to wait, does he?"

"Yeah…but that's Ben," Kevin shrugged, not having to drive for once (what with Ship being the actual car itself), "Whether or not that's actually a good thing…is up for debate," he commented, getting Gwen to laugh a bit as he stuck his head out of the window. "Ship," he called before patting the door. Said driver's side door was "absorbed" back into Ship, and Kevin grabbed ahold of the top as he crawled out.

"Kevin! Wait!" Gwen called out as her boyfriend crawled to the top of the car (i.e.…Ship), "We don't even know who we're supposed to be fighting!"

"Then I'll kick everybody's asses until we figure it out!" Kevin called back, "Ship!" He patted the top of Ship, "Get us closer to that truck!" He pointed to the very truck that Ben described, with the two fighting on it, "And then give me a boost!"

"Ship! Ship!" Said Galvanic Mechamorph replied as he picked up in speed, maneuvering around all of the other vehicles that were in front of them. As Kevin leapt into the air, Ship gave him a boost (to ensure that he'd land on the truck). Kevin flipped through the air… and landed on the truck.

Right in front of the costumed man and the tall robot.

Both combatants looked at him with surprised/shocked expressions, though the man showed it more than the robot. Kevin couldn't resist the urge to smirk, "Hey there fellas."

"Who are you…supposed to be?" The robot spoke, taking Kevin a bit off-guard by how bored…and human-like this robot sounded.

"I'll put it to you like this: I don't really know who's good and who's bad. So, I'm gonna beat _everyone's_ ass until I figure it out," he suddenly leapt forward and grabbed ahold of the man's shield. As the man was about to throw him off, he was (further) stunned to see the boy's skin turn red, white, and blue. "Nice shield, by the way." With that, he delivered a powerful punch to the man's shield…sending the man sprawling across the truck, and onto the streets below.

While the robot was distracted (a bit stunned by what was happening), Kevin took that as his opportunity. The Osmosian hybrid ran forward and punched the robot dead in his stomach, before grabbing ahold of his head and decking him across the face. The robot backhanded Kevin (with more force than he was expecting), sending him to go sprawling across the truck's top…clawing his fingers into the vehicle and keeping himself from being sent onto the road.

Before Kevin could pick himself up, the robot threw his hand out…firing a red laser that struck the hybrid dead center in his chest. As Kevin went flying…he hit onto something solid much sooner than he expected. Opening his eyes, he saw that he was on one of Gwen's platforms. "Yes!" He cheered as he saw Gwen jump out of Ship, floating on one of her platforms to the truck.

"Seriously?" The robot sighed in annoyance. Seeing the black and green car that this…new redheaded woman had come out of, he glared at it…before raising his fist into the air (which was now glowing blue). As he did, a large chunk of rock emerged from the ground (surrounded by the same blue energy)…directly in Ship's path.

"Ship!" Gwen called out. The Galvanic Mechamorph responded by (to the shock of the robot) shapeshifting himself around the rock and reforming in front of it.

The robot sighed (yet again), running a head over his head (as if he had hair), "You have got to be kidding me," he snarled. He raised his hand into the air and, a few seconds later, lasers descended upon Gwen and Kevin. Gwen projected a force field around herself, and Kevin crossed his arms (his skin more than capable of projecting him from the attacks).

As the two robots landed behind the taller one, they were suddenly sent flying off the truck by a green laser beam. As the taller robot turned around in shock, he was suddenly tackled by a fast moving red being.

The two figures went colliding through a nearby train side, frightening the passengers within. The robot grabbed ahold of the head of…whatever it was that tackled him, his "eyes" widening at the sight of this…creature. "Oh…this is just great!" He tossed the creature aside, knocking him into one of the beams. "I don't understand what's happening…and I don't like that. So…I'm just going to kill you." He shot forth a laser from his hand, just as Jetray slapped the symbol on his chest.

In a flash of green light, a brand new figure stood in the Aerophibian's place. He stood just as tall as his opponent, with dark red skin and four muscular arms. He had cuffs around his wrists, ankles, and waist, black underwear, black hair arranged in a ponytail, four green eyes, and the Ultimatrix symbol on his chest, with golden wrappings extending to said symbol and forming an "X" on his chest. "FOUR ARMS!" Using the robot's surprise to his advantage, Four Arms ran forward, grabbed ahold of his opponent's head, and slammed him into the ground, "Like I haven't heard that one pal." He succeeded in landing three punches on the robot's head, before he caught the fourth one and shooting a laser directly in the Tetramand's face. Four Arms went crashing into the ceiling, before the robot quickly stood and kicked Four Arms dead in his stomach.

The Tetramand was sent sliding back until clawing himself still. He looked back to the civilians around him, "Everybody get back!" Four Arms rushed forward and grabbed ahold of the robot with all four of his arms, pinning the robot's arms to his sides as he (Four Arms) pushed him (the robot) against the train's side.

"LET GO OF ME!" The robot roared as he struggled against the shapeshifter's grip, but found it much stronger than he would have thought (no doubt as to be expected from a creature with four large arms). After a few more moments of (pointless) struggling, the robot shot his head forward into Four Arms'.

"Ahhh!" The attack hurt WAY more than Four Arms would have expected, the force of such a blow causing the Tetramand to release his grip on the robot and go stumbling back. These few seconds were enough for the robot to seize Four Arms by the throat in an iron grip.

Four Arms' eyes widened as he felt his air supply being suddenly caught off. He clawed and pulled at the metal appendage as he felt himself being lifted onto the air. The robot glared as he raised his other hand, quite possibly with the intention of implement when…

BAM!

Suddenly, Four Arms fell to the ground as something rammed into his assailant at impressive speeds. Getting his bearings (and shaking himself out), Four Arms looked up to see the person that had helped him with the robot.

It was a man, around Ben's age (or, at least, no more than a few years older). He had pale skin, silver hair, some stubble, and was wearing a dark blue jacket.

As the robot turned to look at him, metal suddenly (to the surprise of Four Arms) tore from the wall and blocked his path…the metal themselves being coated in a crimson energy. Both the robot and Four Arms turned…to see a girl, similar in age to the boy. She too had pale skin, along with long brown hair, a red jacket (which was open, revealing her black shirt), and hands that were coated in that same crimson energy.

"Please," the robot spoke, his voice actually sounding…sad, "Don't go this."

"What choice do we have?" The girl shot back, speaking in an accent. By this point, Four Arms had stood up and readied his fists (all four of them) for round two). The robot shook his head before throwing his hands out to the sides of him, shooting his lasers in each direction.

"GET DOWN!" Four Arms threw two arms over the woman and pulled her to the ground, underneath the laser as her friend effortlessly dodged the attack sent at him (showing to Four Arms that he was a speedster). With all of his attackers distracted in that brief window, the robot took the opportunity to jet out of the train. "Damn," Four Arms muttered as he and the woman stood up (her pulling herself away from the Tetramand). He pressed the symbol on his chest, "Gwen, that robot escaped. You and the others try to bring him back."

"What're you gonna do?" Gwen asked. Four Arms quickly stepped to the front of the train, seeing that the conductor was unconscious. No less than a few moments later, the train smashed through the barrier (without losing any speed)…to which Four Arms had to grab onto the wall and the conductor to keep them both from flying out.

Four Arms gritted his teeth in frustration, "I've got a train to stop," he replied, before cutting the connection. He turned back up and set the conductor down before he walked up to the two superpowered beings (who flinched and brought up their guards at his appearance, no doubt), "Alright…I don't know who you guys are, but you helped me against that robot so we're (at least temporary) allies. You," he pointed to the guy, "You've got super-speed, so go out in front and make sure this train doesn't hit anyone." He looked like he was about to argue, but his…companion smacked him on the arm and gave him a pointed look. He sighed, before running off in a silver flash. "You," he pointed to the woman, "You've got telekinesis, so you're going to help me stop this train," Four Arms then slapped the symbol on his chest, disappearing in a flash of green light. Standing in the Tetramand's place was a figure with yellow and black skin, pincers for hands, two-toed feet, "pointed" shoulders, and a shining silver head that just…floated in-between his shoulders (without actually touching any other part of his body), with green eyes and the symbol on his chest. "**LODESTAR**!" Seeing the woman's surprised (and slightly terrified) expression, Lodestar waved it off, "**Look**," he spoke in a "metallic/mechanized" voice, "**I know this is weird. We'll tall later if we have to, right now…TRAIN! Stop now**!"

Lodestar turned around and threw his pincers to the floor with a yell, the Biosovortian letting out a yell as he reached out with his magnetic abilities. He breathed quickened as he focused his power as far throughout the train as he could.

The woman just watched this…changeling with wide eyes, finding herself completely…stumped by what she was seeing (and she herself wasn't normal!). "**Hey**!" She was broken out of her thoughts by Lodestar's voice, "**I could use a hand here**!" Shaking her head out, she threw her arms outwards…crimson energy emerging from her fingertips and spreading across the inside of the train.

Lodestar's breathing lessened slightly as the woman focused her power onto the train as well. He grunted as the train tore through everything that stood in its path, including vehicles and the very street. Lodestar was glad that he'd made sure that…that guy was getting everyone out of harm's way (even now, he could see a silver flash speeding through the area in front of the train, grabbing ahold of everyone that was in its way).

As the Biosovortian and the woman were focusing their power in throughout the train…they could both feel the vehicle gradually beginning to slow down. Lodestar sucked in a quick breath…and let out a loud roar (one that almost sounded…animalistic) as he forced all of the power out of his body and into/onto the train. All of the passengers onto the train lurched forward, most of them either falling to the floor or crashing into the wall (even the woman behind him having trouble keeping herself standing upright).

Almost immediately, the entire train started slowing down very quickly. Under the command of the Biosovortian's fearsome magnetic powers (with his "ally's" abilities being sprinkled onto, like an upper layer), the train constantly decreased further and further in speed…until, eventually, the massive vehicle came to a grinding halt. And, after a few moments…the train had (officially) stopped.

Lodestar let out a deep breath, one that he hadn't realized that he'd been holding in. He looked back to see the woman breathing heavy as well (though not as heavy as him). "**Are you alright**?" He asked, to which she just nodded. He then looked to the greater train, "**Is everyone alright**?" Although some looked at him with fear, they nodded (realistically, some of them may have just done so because they were afraid of him). "**Good. Everyone…off the train! Get to safety**!' As soon as those words left his "mouth", the train's passengers went rushing out of the vehicle at speeds that made the Biosovortian question whether or not those people had super-speed too.

Once things had "calmed down" (for lack of a better term), and everyone had (mostly) fled…Lodestar slapped the symbol on his chest, and reverted back to human form. "Nice trick," he heard the woman behind him comment.

"Thanks. I'm Ben…Ben Tennyson," he introduced himself, holding out a hand.

The woman looked at his hand for a brief moment…before (with some hesitation) shaking his hand, "Wanda Maximoff," the now-named "Wanda" replied.

"BEN!" The two young adults either turned around (in Ben's case) or looked up (in Wanda's case) to see Gwen, Kevin, and Ship heading towards them, running across pink energy platforms created by Gwen (Ship behind wrapped across Gwen's shoulders). When they landed, Gwen wasted no time in throwing her arms around Ben's neck, "Thank God you're okay!"

"Don't freak us out like that Tennyson," Kevin commented as he threw an arm around Ben too (not as intensely as Gwen, but still with more emotion behind it then expected).

Ben was caught off-guard for a brief moment before patting both of them on their backs, "It's alright guys. I'm alright." Ship slipped to Ben's shoulders and rubbed his cheek against Ben's. Ben chuckled and scratched the little alien's head, "I'm okay, buddy."

Suddenly, a silver flash past Team 10, "PIETRO!" Turning around, they saw Wanda knelt down…a hand on "Pietro's" shoulder and a concern look on her face.

"It's alright!" Ben yelled out, getting the others to drop their guard (after they'd risen it), "They helped me stop the train and save civilians. They're cool."

"Pietro…are you okay?" Wanda asked her brother.

"I'm fine," he breathed out (clearly out of breath from his work), "I just…need a minute."

"I'm very tempted not to give you one," hearing a sudden (strong) voice, all young adults (and Galvanic Mechamorph) turned to see…

"Oh great…you," Kevin complained, recognizing the man with a red, white, and blue suit and shield. He quickly put his hand on the train and (to the surprise of Wanda and Pietro) the metal coated his entire body.

"Who are you?" Gwen asked with a glare, her hands glowing with pink energy. Ben put his hand over the Ultimatrix faceplate, as Ship leapt to the ground and started growling like a dog.

The man looked a tad surprised by the question, but did well to hide it. "I'm Captain America."

"Captain…America?" It seemed to be aa great effort for Kevin to not burst out laughing.

Gwen elbowed him in the stomach, "Stop it," she "whisper-yelled".

Ben (after a moment's thought) was the one who stepped forward. He stopped directly in front of this "Captain America", and looked up to look him in the eyes (what with the man being nearly half a foot taller than he was). "My friends and I are…new in town. So, to us...are you friend or foe?" Ben didn't break eye-contact with the man before him as he had his hand over the Ultimatrix faceplate.

Captain America didn't break eye-contact with the teen before him (maintaining a stern façade, even though he didn't understand exactly what the gauntlet on the boy's wrist exactly was). "Well…considering the fact that you just stopped a train and saved all of these people, to you and your friends…I'm a friend." Captain America held out a single hand to the shape-shifting boy. Ben looked at the man's hand for a moment, debating with himself on what to do.

After what felt like an eternity (to everyone other than Ben), Ben took ahold of Captain America's hand and shook it firmly, "Alright then captain, I'll take you on your word. But it won't be pretty if you betray the trust I'm giving," Ben threatened with a small (but intense) glare. The captain, however, didn't appear frightened…merely, he shook his head.

"Where is the cradle?" Wanda asked.

"Stark will handle it," Captain America replied.

Just then, Wanda looked…genuinely scared, "No…he won't."

"Okay, okay…who the hell is Stark?" Kevin asked.

"The one who created Ultron," Wanda replied, before turning to Ben, "The robot from the train."

"WHAT?!" All of Team 10 yelled out at once.

"You mean he's the one who made that robot who nearly to kill all of those people?!" Ben all but roared, turning to glare at Captain America.

"She's doesn't know what she's talking about," the captain argued, "Look…I'll be the first to admit that Stark has his flaws, but he's not crazy," he turned to look Wanda in her eyes, "And he's _not_ evil."

"He will do anything to make things right!" Wanda argued back.

Captain America maintained eye-contact with Wanda for a few moments before turning away and pressing…something against his ear, "Stark, do you have the package? Stark, come in. Barton? Anyone on comms?" But there was nothing on the other end(s).

"Ultron can't tell the difference between saving the world and destroying it," Wanda spoke to everything, after a few moments of silence. When Captain America turned to look at her, she locked eyes with him, "Where do you think he gets that from?" She asked sarcastically.

The captain sighed, staring around for a few moments until…"All of you, come with me. We need to get to the tower, and I might need some help."

"Well…if you tell us where it is, we can get you there pretty quickly," Ben spoke.

"How?" Captain America asked, to which Ben smirked.

"Let's just say…you guys are gonna want to step back," Ben said. As Captain America, Wanda, and Pietro looked on in confusion, Gwen and Kevin suddenly moved back with smirks on their own faces. After a few moments, the three of them quickly took a few steps back. With everyone out of the way, Ben (still smirking) put a hand to his mouth…and whistled.

"Ship! Ship!" The small alien cried out from Ben's shoulders. He leapt to the ground, and began jumping rapidly, "Ship! Ship! Ship!" Suddenly…the small alien began floating as he spun around in a circle, before turning into a floating/spinning cube. While the other three (who didn't know of Ship, or what he's capable of) looked on in confusion, Ship (as a cube) began to rise further into the air. In only a few more seconds…the cube-like alien turned into a COMPLETELY different shape.

To the surprise/shock of the other three, the small alien that was in the size and shape of a cube…had transformed into a massive spaceship, with large wings, a large body, and a multitude of weapons that were spread across Ship's form. "**Ship**!" The transformed alien bellowed as he hovered close to the ground, the doors on him opening and a runway extending to the ground.

Ben had to keep himself from bursting out laughing from the expressions of him and his team's new "allies", "Care for a ride, friends?" Ben spoke cheekily as he placed his arms behind his head and began walking up the platform. Gwen and Kevin were quick to follow, with Gwen smiling and Kevin actually bursting out in laughter. The sibling pair shared an…uncertain look while Captain America at it with a bit of caution. After a few moments of mental debate, Captain America began walking up the platform and into the "ship". The twins followed soon after.

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(Some Time Later)

One another part of this world…there were two people at work. Two brilliant (but flawed) minds.

These minds? Tony Stark (aka. The Iron Man) and Bruce Banner (aka, The Incredible Hulk). Two members of the Avengers, the Earth's Mightiest Heroes. Two of (if not _the_ two) the most intelligent minds on Earth.

And they're hard at work. What is it, you might ask?

"This framework…is not compatible." Tony, a tanned skin man with a blue shirt and a black-haired goatee, said as he carefully examined the monitors before him and rapidly pressing the buttons on his keyboards.

Bruce, dressed in a purple shirt and blue pants, was examining the tubes connecting to a "coffin-like" object that was before them. "Genetic coding tower's at 97%," he said as he stood up, "You have got to upload that schematic in the next three minutes."

Hearing a noise moving towards them, the two scientists looked up (Tony looking more…bored than Bruce) to see a sight that surprised them. There were the two enhanced kids from before…and three kids that they've never seen before in their lives, along with a strange…creature that was draped across the shoulders of the one in a green jacket.

Standing in front of all five (or six) of them was Captain America…and he did NOT look happy. "I'm gonna say this once-."

"How 'bout nunce?" Tony, snarkily, shot back.

"You don't know what you're doing!"

"And you do?" Bruce asked, "She's not in your head?" He (rhetorically) asked, pointing to Wanda with frustration and rage clear in his eyes.

Wanda stepped from behind her brother, "I know you're angry-."

"Oh, we've way past angry," Bruce replied, an eerily calm expression on his face, "I could choke the life out of you and never turn a shade."

"Wow, dude," Ben stepped up, a frown on his face, "That's a bit far."

"Who are you, anyway?" Tony asked incredulously.

"Ben Tennyson," the changeling answered, "The guy who's trying to keep you from messing up…like how you did when you made that Ultron robot!"

"Well…we're creating something like how Ultron turned out. And, to be blunt, I don't need another person telling me how badly I messed up. You got in here, so you should know where the door is," Tony "dismissed".

"Tony, after everything that's happened-!" Captain America spoke before getting cut off.

"It's nothing compared to what's coming!"

"You don't know what you're dealing with!" (Wanda)

"What d o you understand about this?!" (Bruce)

"Why can't you all just shut up?!" (Kevin)

"Kevin!" (Gwen)

With everyone else was arguing, suddenly…a silver "flash" sped throughout the area, pulling out all of the plugs that were connected to the "coffin" and resulting in multiple flashes/crackles/sparks of light as the monitors were messed with as well. After a moment, a burst of wind caused everyone to turn…just in time to see Pietro standing there, a bored expression on his face. "No, go on," Pietro said as he dropped the cable he was holding onto, "You were saying."

Suddenly, the glass underneath the speedster broke and Pietro fell down. "PIETRO!" Wanda called out after her twin brother. Tony quickly raced over to the monitors and began (once again) rapidly pressing buttons. Captain America unclipped his shield from his back and chucked it at his friend, the weapon crashing onto one of the monitors.

Tony one of his hands out, pieces of metal flying out and forming around his hand as a gauntlet. Quickly then the Captain could react, a white blast of energy shot out and struck him dead in his chest.

Acting quickly, Ben activated the Ultimatrix and slammed down on the faceplate. Once the flash of green light had died down, a new creature stood in Ben's place. He was taller, with dark green and black skin. He had root-like feet and "quills" coming out of his arms, with larger "quills" (being red in color, as opposed to be green like the others) coming out of his shoulders. He face was black with red and yellow "spikes" coming out from around his face. His eyes were green, and the symbol was on his chest. "SWAMPFIRE!"

Taking advantage of Tony's surprise, Swampfire quickly ignited his fists into flames. As the Methanosian shot forty two streams of fire from his palms, Tony barely had enough time to cross his arms over his chest (while simultaneously summoning more pieces of armor to cover more of his arms, and his chest). Tony flipped through the air before shooting lasers from his palms to catch himself in the air.

When Tony landed, Swampfire charged forward. Tony blasted lasers to push himself to the side to avoid the Methanosian's attack, before quickly placing his hands up and shooting a massive energy beam at point-blank range to Swampfire's side. The sheer force of the attack sent the changeling flying through the air, and going crashing into a wall.

"Ben!" Tony turned to the sound of a female's voice, doing so just in time to avoid an energy bolt from the redheaded girl…Gwen. The Armored Avenger was forced to constantly avoid energy bolt after energy bolt from the redheaded girl, who attacked without hesitation. Tony fired another blast from his hand, causing Gwen to project a barrier in defense. Tony threw out his other hand, pushing Gwen back and causing the barrier to begin to crack.

Just then…something rammed into Tony's side, tackling him to the ground. As he looked up (when they both landed), he felt a strong hand wrap around his neck…as he saw the other new teen, who's entire body was coated in metal.

As Kevin reared his fist back (and before Tony could react)…suddenly, someone came crashing through the window. As everyone turned to see what it is that suddenly showed up…they saw a man standing on top of the "coffin".

The man was very tall and very large. He had fair skin, shoulder-length blonde hair, silver and black armor, a flowing red cape, and a silver war hammer in his hand. The man stared and locked eyes with everyone in the room (being a tad confused by the twins and especially the three new teens and the strange alien on the floor)…before raising his hammer into the air, literal lightning coming down from the heavens and being absorbed by the weapon.

"THOR!" Captain America called to (the now-named) Thor, but the blonde man didn't even respond. Kevin let go of Tony's throat and turned his hand into a mace, before speeding forward to stop…whatever it was that this "Thor" was doing.

Thor, however, was prepared. As Kevin leaped into the air (yelling as he drove his "mace-hand" downwards), Thor quickly spun and slammed his hammer into the Osmosian's chest. Kevin let out a grunt of pain as he went flying across the room.

"KEVIN!" As Gwen ran off to Kevin, Swampfire turned to glare at the blonde man for hurting his best friend.

"YOU!" Swampfire all but snarled as he reared his hands back, and shot forward two massive streams of flames at this strange man. Thor quickly threw his hammer out, an actual bolt of lightning shooting forth from his hammer.

When the fire and lightning collided, there was a large explosion…one that knocked Swampfire into a wall, with Thor being able to stand his ground. With everyone distracted by the explosion (and the smoke), Thor quickly raised his hammer up…and summoned another bolt of lightning from the sky. This time, before anyone could react, Thor slammed his hammer into the casket (with an astronomical amount of force and power).

Lightning crackled throughout the entire room, the other inhabitants being able to practically taste the power that sparked around them (being unable to do anything, being either too shocked to do so or not strong to push their way through said power).

"THOR!" Bruce was the one to call out this time, but (just like with Captain America) Thor simply ignored him as he opted to focus on his "work".

After what felt like an eternity, Thor was finished and…_something_ emerged from the casket.

All was silent, as a humanoid figure emerged from the casket (almost as if they had arisen from the dead). This…"particular" figure looked both organic and artificial at the same time. Their skin was mostly a dark red, with dark green patches/lines spread across his body. The figure's eyes were a light green, and they had a shining yellow gem directly in the center of their forehead.

As the figure slowly rose to their feet, their eyes scanning across each and every inch of the room…and every inhabitant in the room. When their eyes moved onto Thor, they paused…and their head tilted a bit to the side.

Just then…the figure suddenly leaped towards Thor at incredible speeds. Thor, however, was quick to react, as he grabbed ahold of the figure and tossed him to the side…sending the figure crashing through a window and into another room.

As the figure went flying through the air…they suddenly stopped, mere inches from crashing through a window that would send him falling into the city. They just…floated there, silent as they gazed upon the city beneath them. As they raised a hand up, prepared to touch the glass…they stopped, focusing instead of their own reflection. Their gaze went to the gem on their forehead before they raised a single hand…before clenching it into a fist, simply staring at it.

Soon, everyone came down from where this…figure "came to life". Captain America, Thor, Swampfire, Wanda, Bruce, Tony (who'd forfeited his armor), Gwen and Kevin (the latter of whom having lost his armor and was currently leaning on Gwen to stay upright), and even Pietro had sped back up with a (slightly) tanned-skin man with brown hair and a black sleeveless shirt following him. Captain America was about to step forward…but Thor put a hand up, signaling him to stay back, as he set his hammer down on a table.

The figure turned around and began slowly descending to the ground, a dark(ish) green suit materializing around their body. "I'm sorry," the figure spoke, revealing themselves to be male, "That was…odd," he turned and nodded to Thor, "Thank you " Thor nodded back as the figure's gaze drooped to the floor, a golden cape materializing around him.

"Thor, you helped bring this thing to life?" Captain America asked incredulously.

"I had a vision," Thor replied, "A whirlpool of death that sucks in all hope of life, and at its center…is that," he pointed to the yellow gem on the android's head.

"What? The pretty jewel in his skull?" Kevin asked, eyebrows raised and arms crossed.

"It's the Mind Stone," Thor told the teenager hybrid, "One of the six Infinity Stones, the _greatest_ power in the universe. _Unrivaled_ in their destructive capabilities."

"Then why would you-?"

"Because Stark is right," Thor interrupted the captain.

"Oh…it's definitely the end times," Bruce muttered.

"The Avengers can't defeat Ultron-."

"-not alone," the android finished Thor's sentence.

"Why does your "Vision" sound like Jarvis?" Captain America asked Tony and Bruce.

"We…reconfigured Jarvis's matrix," Tony breathed out, his shock and confusion evident in his voice, "To create something new."

The captain actually almost chuckled, "You know, I think I've had my fill of "new" these last few days."

"You think I'm a child of Ultron?" This "Vision" asked, as he slowly walked around the room.

"You're not?" Ben asked.

Vision slowly turned around, "I'm not Ultron. I am not Jarvis. I am…_I_ am," he spoke plainly.

"I looked into your head, and saw annihilation," Wanda argued as she stepped forward.

"Look again," Vision replied.

"Yeah, cause her opinion means _so_ much to me," the man in the sleeveless shirt snarled/snarked as he walked closer to the android.

"Their powers," Thor motioned to Wanda and Pietro, "The horrors in our heads, Ultron himself, they all came from the Mind Stone! And all if that is nothing compared to what its full might can unleash. But with it on our side-."

"Is it?" Captain America interrupted, before turning to Vision, "Are you?"

"I know how we can know for certain," Ben spoke up before he turned to his cousin, "Gwen, you can check…can't you?"

Gwen looked over to Vision, locking eyes with the impassive ones of the android that stood before her, "I could."

"Who the hell are they?" The man in the sleeveless shirt asked incredulously.

"They helped try to stop Ultron when we were trying to steal the Vibranium body from him. They did what they could to reduce collateral damage and protect innocent people Barton," Captain America argued with (the now-named) Barton, "If they have a plan to help us…understand this, I'm willing to give them a chance," he looked to Gwen, "If they're certain that they can succeed **(1)**.

Ben, Gwen, and Kevin all shared a look, one that the others couldn't read. Gwen gave a quick nod, to which Ben and Kevin responded with nods of their own. Gwen looked at Vision and took a few steps closer to him. "Hold still," she told the android, who simply nodded.

Gwen placed her hands on the sides of Vision's face as she shut her eyes (Vision doing the same). She opened her eyes, them glowing pink…as she gazed into the android's mind.

It was a simple/easy act, as Vision didn't even try to put up any kind of mental defenses against the Anodite hybrid. At first, Gwen saw…nothing. Just…an inky blackness, like space…only without the stars.

Then, though…she saw a single spec of light far off into the "distance". It was…yellow in coloration (the same shade as the "Mind Stone"). She "moved" closer to this color, and had the yellow encompass everything.

She could feel Vision's artificial mind, being "aided" by the Mind Stone. As for the stone itself, the way it is was…extraordinary. At its core, it felt like another form of consciousness. Like a highly advanced supercomputer that can mimic an actual sentient mind (and Gwen was certain that she could feel a degree of…sentience, emanating from the stone itself).

And all of that…wasn't even counting the sheer amount of _power_ that she could feel from the stone. The energy actually caught her off-guard, hardly ever feeling something so immense. It felt…warm. Inviting. Safe.

Yet also…cold. Cruel. Unforgiving.

She could feel it…and she understood the truth. The Vision was…unique, that much was certain. He possessed great power, and that's not even counting the "Infinity Stone" attached to his forehead. Like all beings, he has capacity for creation…and destruction. A giver of life…and a destroyer of worlds.

But Vision...his mind wasn't nearly as conflicted. When trying to place him on the side of "good" or "evil", the only "side" that Gwen would place in (based on his mind) was…life. He was a protector life, while Ultron was a harbinger of death.

Peering further into Vision's mind, Gwen could tell that the android didn't really want to destroy Ultron. He was…curious at how "unique" Ultron was, and was sympathetic by how he felt/knew that Ultron was in "pain". However…he also knew that the "pain" that Ultron felt would roll across the planet like a wave of destruction, annihilating EVERYTHING on the planet if left unchecked.

Vision may not have wanted to kill Ultron…but, for the sake of the Earth, he knew that Ultron _had _to be destroyed.

Gwen's (after Lord only knows how long in the "real" world) eyes opened, them reverting back to their normal green color. Vision's own eyes opened as Gwen's hands lowered from the android's face.

"Well?" Captain America asked the redhead.

Gwen turned to the others, "He is on our side. He's not aligned to Ultron in anyway."

"So then," Kevin spoke up, getting Vision to look at him, "That means you know were he is."

"Sokovia," Barton spoke up, "He's gotten at there too."

Vision nodded, "Ultron must be destroyed in his entirety. Every form he's built, every trace of his presence on the net. There must be nothing of him left anywhere…if the Earth is to be saved. We must act now…and not a single one of us…can do so alone. If we are to succeed, we can't waste any time." Vision then began…staring at his hands, "Maybe…maybe I am a monster. I'm not sure if I knew whether or not I was. I'm not what you are," he turned away, "And not what you intended. So, even with Gwen's reassurance **(2)**, I don't of there is a way to get you all to truly trust me. But, what I do know is that we need to go. Now," he spoke, lifting Thor's hammer and handing it to the blonde man.

Suddenly…everything was quiet. Ben, Gwen, Kevin, and even Ship were completely confused by what the silence was about, with practically everybody in the room seeming…seeming mesmerized(?) by Vision…lifting the hammer?

Thor (confused etched on his face) slowly reached out his hand and took ahold of his hammer, Vision walking away not long after. Thor put both hands on his weapon, an…odd look on his face. He smacked his hammer a bit, nodding his head, "Well then…let's go." He patted Tony's shoulder and said "Good work," as he walked past him.

Captain America stared over everyone, an unreadable expression on his face. "Five minutes," he said, "Bring whatever you need for a fight." Everyone gave a nod as they began to file out, "Ben," he called out to the changeling, "Can you and your friends hang back for a minute?" The trio (and their alien friend) shared a look of confusion before walking a bit towards the hero. "I just wanted to let you guys know that you don't have to join us. You helped with Ultron before, and I'm grateful…but this isn't a matter that involves you guys. I don't want you to feel obligated to do anything. I don't want you to throw yourselves into the line of fire because you feel like you have to."

"But we want to," Ben interrupted, "Yeah, this isn't our problem. But we have the power to do something."

"Ben is right," Gwen stepped up, "If Ultron hurts someone, or worse…kills people, we'll never be able to forgive if we didn't do anything when we easily could."

"Yeah, besides…it sounds like this "Ultron" freak needs to be taken down a peg," Kevin said, punching his fist into his other hand.

"Ship, ship," Ship said from Gwen's shoulders.

A smile tugged at the captain's lips for a moment before he nodded, "Alright then. Get ready." With another nod shared between them, Captain America then headed off (like the others).

"Well…I kinda just got us involved in something major, didn't I?" Ben softly chuckled, running a hand through his hair.

Gwen smiled as she walked up and put a hand on her cousin's shoulder, "Well, it's not exactly something that neither of us would get ourselves into."

"Yeah…pounding on that killer robot sounds like it could be fun," Kevin smirked, cracking his knuckles. His companions chuckled as the small Galvanic Mechamorph cheered on the red head's shoulders.

If only they knew of the path of adventures they'd just set themselves on.

**Author's Note: Annnnnnnnnd scene!**

**(1): Captain America is a good man, I believe he would put his faith in Team 10. After all, they did help protect/save innocent people. I'm certain that ****he'd give them the benefit of the doubt, as they haven't given him a reason to distrust them.**

**Hope you guys enjoyed our second chapter. As you can see, we're currently near the end of Phase Two…during the latter half of Age of Ultron. Sorry if there wasn't too much action in this chapter, and that it may seem that it was too much of…"rehashing" of Age of Ultron, without too many differences from the movie itself. Don't worry, the next chapter will have much more action. Most likely, I'll be trying to incorporate the entire rest of the movie in the third chapter. And that, we'll be getting into some original chapters (which, hopefully, will allow me to be more…"creative", than I might have been in this one).**

**I was ORIGINALLY going to write an argument between Ben and Wanda, where Ben would defend Tony from any hatred he gets from the twins, leading to Wanda talking about what they've lost and THEN...Ben revealing to everyone else what he, Gwen, and Kevin lost. But...it didn't _feel _like it would work, so I cut it.**

**I'm also sorry if I didn't play Team 10's loss _that _intensely in this chapter. I'll work on it, but any tips would br appreciated. **

**Here's a new thing that I'm going to start for a bit. A week ago, the first Arrowverse officially came back onto the air! So…I'm gonna talk about them, because…they're some of my favorite shows of all time. We had premieres for Batwoman, Supergirl, Black Lightning, and The Flash so…**

**SPOILER ALERT! SPOILER ALERT! SPOILERS FOR THE SERIES PREMIERE OF BATWOMAN, THE SEASON FIVE PREMIERE OF SUPERGIRL, THE SEASON THREE PREMIERE OF BLACK LIGHTNING, AND THE SEASON SIX PREMIERE OF THE FLASH INCOMING! EVEN SOME SPOILERS FOR THE FINAL EPISODES OF SEASON FOUR OF SUPERGIRL AND SOME IMPORTANT PARTS OF SEASON TWO OF BLACK LIGHTNING AND SEASON FIVE OF THE FLASH! IF YOU HAVEN'T SEEN ANY OF THIS AND DON'T WANT ANY SPOILERS, THEN DO NOT CONTINUE READING! IF YOU CONTINIE READING, YOU COMPLETELY LOSE YOUR RIGHT TO COMPLAIN ABOUT SPOILERS!**

**….**

**…**

**…**

**-We good? Good. Now, we'll start with the Batwoman premiere.**

***I thoroughly enjoyed it. About a week or so ago, I've specifically heard some complaints about actress Ruby Rose playing Kate Kane. But, I enjoyed her acting a great deal and think she made a good Batwoman.**

***Damn.. those "Crows" must be more capable than I thought. Kate did damn near identical training that her cousin (Bruce Wayne) did just to join them0_0**

**Or…maybe she was just trying to be so capable, that her father would be stupid to deny her a spot:/**

***I read an article, and was convinced that Hush was going to be the main antagonist of the first season. So…"Alice", kind if came out of nowhere for me.**

**I TOTALLY called Alice being Kate's long (thought) dead sister Beth from their first interaction:) Although…I am surprised that they outright stated it within the first episode. Thought her identity was going to be a gradual reveal, like Reverse-Flash or Prometheus.**

***Sophie…damn, she's put my girl through a LOT! First, she breaks her heart SO ruthlessly (serious, I don't see why they couldn't just _say_ they weren't together…and then get together once they graduated:/). Then Kate only comes back to Gotham when she did because Sophie was in danger, and for Sophie…only to find her married?! Like…damn. I'm start to hope that those two don't get together…like at all, because Sophie has put Kate through a ridiculous amount!**

**Overall…I'd say it was a pretty successful series premiere. Can't say it was perfect (what show really is?), but it definitely wasn't half bad (and nowhere near as bad as some YouTubers have claimed it would be).**

**-Now… we've got the season five premiere of Supergirl.**

***J'onzz's brother was an interesting addition. I'm not sure if he's been resurrected, or if he was freed from some kind of prison. I'm also wondering what his and J'onzz's history is. The way J'onzz talks makes me wonder about his history is with his "brother", because he talks as though he was genuinely confused…almost as if he doesn't think he has a brother. Was his memory altered/erased?**

***That woman who bought CatCo…MAN, is she a BITCH?! Only one episode in, and I already don't like her!**

***Kara's new suit looks AWESOME! The way she "puts it on" reminds me of when the Power Rangers first transformed (as a group, at least) in "Saban's Power Rangers, 2017". The way the suit materializes on one part of the character's body, and spreads across their entire form.**

***Man…Lena BROKE MY HEART in this episode! Seriously! I just…wanted her and Lena to make up SO BADLY! Like…Lena, I know you're mad at Kara for not telling you that she was Supergirl. But…she IS genuinely sorry. And at least she GAVE you valid reasons (unlike your…_relatives_)! I knew that they weren't going to just…resolve the issue between Lena and Kara in the season premiere (seeing as how they ended season four with it being one of the main points, AND it was a focus in the Comic-Con trailer) but…I HATED that they strung me along and made me think that Lena and Kara WERE going to make-up. Man, CW…don't play with my heart like that:(**

**While I do believe that Kara and Lena will make-up and become friends again…I, unfortunately, believe that things will get worse before they get better:(**

**Overall…I enjoyed the season five premiere of Supergirl, and I'm excited for the rest of the season:)**

**-Next up…Black Lightning.**

***Man…things in Freeland are FUCKED UP! Like…SERIOUSLY!**

***I…HATE AGENT ODELL! Like…again, SERIOUSLY! I hated him last season, and the premiere hasn't changed my views AT ALL! SERIOUSLY…he needs to die in this season!:(**

***Damn…the part with Tobias took me off-guard. When they gave him that collar to deactivate his powers, he didn't think he'd start…rapidly aging like that (guy had to have age decades in the span of a month). I just thought he'd age normally from that point onward. For example…if he stayed in that prison for twenty years, I thought he'd age twenty years. At this rate though, he'd be lucky to last another month! I don't feel bad for him though:/ After all of the crap he's done and the people he's put through Hell (Lala and Khalil being prime examples), he deserves what he's got coming to him.**

***I'm surprisingly interested in the subplot with Grace. Is she just a shapeshifter, as in a meta-human with the power to shapeshift…or is she an actual leopard that was turned into a human, somehow (last season, I remember Gambi theorizing that the shapeshifter's true form could be an animal). I'm interested to see where they go with that.**

***LALA'S BACK BITCHES! I'm really glad, because he's actually become one of my favorite characters (ironic, in that I didn't start liking him UNTIL he died his first death:/). I don't think he'll kill Tobias in this season (even if Lala COULD get into that building unscathed, Tobias is ALREADY going to die:/), so I wonder what they have planned for him. I hope that he finally gets to rest in peace.**

**Overall…thumbs up:)**

**-Now…The Flash Season 6 Premiere:)**

***The return of Godspeed was a REAL surprise, to be honest. I don't know WHAT that whole thing with him was:/**

***I TOTALLY feel Barry and Iris's feelings about Nora's death, I HATED that they killed her off (she was one of my FAVORITE characters in the ENTIRE Arrowverse, despite her…"flaws"):(**

***Beginning the season with a character who's mind is connected to a FUCKING BLACK HOLE?! Damn…the CW REALLY knows how to start off a season:/**

***That scene with the Monitor was pretty…interesting. Though…that whole scene only further convinced me that (at the very least) our Trinity will emerge from this crisis unscathed. I already didn't believe that Oliver would die in the crisis (there's no way that they'd would OUTRIGHT tell us that Oliver would die…if he would ACTUALLY die), but…by stating that Flash will die as well, gives me full on confidence in the survival of our Trinity.**

**Anyway, remember...constructive critusm only, NO flames! **

**Review, favorite, follow, and I'll see you guys next time:)**


	3. Heroes VS Robots

**(Author's Note: I'm baaaaaaaaack!:)**

**Maximum Rhapsody: For obvious reasons, I'm not going to reveal EVERYTHING that I have planned for this story, but…I do have plans for Team 10 to go through some (but not all) of the MCU movies. As for members of Ben's harem (which is practically certain for me to do with story by this point)…I can say that it wouldn't include any females from Ben 10. We will be seeing other avenues of the Ben 10 universe…but, not for SOME time. As for whether I'd do a crossover of Ben 10 with My Hero Academia, Naruto, and/or Avatar: The Last Airbender (not now, of course)? No for Naruto (don't know enough about the universe), unlikely for Avatar, and I'm considering one for My Hero Academia.**

**I have something I want to state about the state of the harem within this story: I've decided that I _will_ be doing a harem for Ben within this story. Most likely, it'll be with (probably) at least four girls…while I am open to making it five girls. However…six is the ABSOLUTE limit of girls for the harem. It's not likely that the harem will be six girls…but, I DEFINITELY won't be doing more than six girls (since this is my first harem story, I don't want to "ruin it" by adding TOO many girls into the possible harem).**

**Hope you guys:)**

**Chapter Three: Heroes VS. Robots**

In the land of Sokovia, things were…not peaceful, to say the least. It wasn't in a state that could be described as "calm". At this moment, thousands upon thousands of people were quickly moving through the city…being escorted away.

"Come on, everybody! For your sake, we need to move!" Gwen waved out, motioning for the civilians to follow the chosen path given to them by the Avengers.

"You heard the lady, people!" Kevin called out, his entire body coated in stone, "I wanna see some hustle!"

While his two teammates were aiding the Avengers on the ground, Ben was currently in the air (as Jetray)…searching for any indication of Ultron. His eyes were scanning every inch that they could trace, and yet…nothing.

"Damn it!" Jetray yelled in frustration, "He's an eight-foot tall robot! How can he be this hard to find?" He practically screamed to himself as he desperately tried to search for Ultron. While Gwen and Kevin were helping most of the Avengers evacuate the city, he had been tasked with helping Iron Man to search for Ultron throughout the city.

As Jetray's eyes scanned wildly throughout the city, his mind thought back to the talk/speech of Captain America on their way to Sokovia.

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_All of the Avengers (and friends) were sitting in their jet, on their way towards Sokovia. Ben and his team were sitting closer near the back, a tad further away from the others. Ben was cycling through the Ultimatrix, Gwen was reading through her spellbook with Ship lying on her lap, and Kevin was cracking his knuckles and neck as he was reading himself._

_Captain America then stood up, the action causing nearly all eyes to go to him as he stared back. "Alright," he started, "Ultron knows we're coming. Odds are we'll be walking into heavy fire. That's what we signed up for. But the people of Sokovia," he looked to Pietro and Wanda, both of whom remained frowning at the floor, "They didn't. So our priority…is to get them out. All they want is to live in peace…but, that's not gonna happen today," the super soldier spoke bluntly, "But," that one word got all eyes on him, "We can do our best to protect them. We get the job DONE. We find out what Ultron is planning, we find Romanoff," who Team 10 now knew (after having it explained by Clint Barton, also known as "Hawkeye") to be a member of their team, "And we clear the field. Keep. The fight. Between. US," the captain emphasized, before taking his gaze to the floor, "Ultron thinks…we're monsters. That WE'RE what's wrong with the world. Today…it's not just about beating him," he lifted his head back up to face everyone, "It's about whether he's right." Tony stared at captain from his last words, but didn't say anything. The captain locked eyes with everyone (even Ship) and giving them one last nod, before sitting back down and facing the window in front of him._

_Kevin then nudged Ben's shoulder, causing the changeling to look at him, "He's pretty good at that," he whispered, causing Ben to nod in agreement. Gwen, on the other hand, just smacked her hand into her forehead._

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Jetray smirked a bit to himself as he flew through the air. As his eyes scanned the ground though…that's when he saw something that caught his eye.

Stopping in the air (but still flying, if that made any sense), Jetray looked down to see…something emerging from the earth. Acting quickly, Jetray flew towards the ground…and his eyes widened when they caught a glance at what was emerging from the ground.

Robots. The same ones that were accompanying Ultron last time. Only there were hundreds, probable thousands of them rising up from the ground like zombies…and they were going after the civilians.

"Well…he's definitely here now," Jetray muttered, before he sped towards the ground (quickly then a lightning bolt). As he did so, he slapped the Ultimatrix symbol on his chest…and disappeared in a flash of green light.

The changeling's "form" slammed into the ground, knocking away dozens of robots and created a massive cloud of dust. When said dust settled…a large, yellow ball was lying in a crater. The "ball" opened up…and someone stood up.

This "someone" was a hulking, broad-shouldered being with pure white (practically snow white) skin. He had yellow armor plating spread across his back, arms, and legs, with black lines running along his body and separating his skin from his plating. He had sharp teeth, black claws and talons, and bright green eyes.

"CANNONBOLT!" The changeling cried out, throwing his arms outwards. The robots were caught off-guard for a brief moment, before they started firing their arm cannons at the new creature. Cannonbolt quickly raised his arms (causing the lasers to bounce off of his natural armor) as he moved (albeit clumsily) forward. He then leapt forward, transforming his whole body into a ball…and just took. Off.

The robots' lasers continued to bounce off of Cannonbolt's shell, up until the point as to where they were flattened underneath the weight of the Arburian Pelarota. Cannonbolt (without "un-rolling") "leaped" into the air, and brought himself down hard…taking out no less then a dozen robots. He stood up fully, to see a bunch of the civilians had stopped to stare at him with wide (and fearful, in a few cases) eyes, "I'm with the Avengers!" He yelled, figuring it should buy him some "brownie points" with the people (what with Tony telling them how they're "Earth's Mightiest Heroes" and whatnot), "You all need to run! NOW!" That was the moment that the robots chose to attack. They pounced on Cannonbolt like lions, each one doing so ever moment…pushing the changeling to his knees, "GO! GET TO SAFETY!" He cried out to the civilians as he felt himself being forced closer and closer to the ground by the weight of the robots. The last he saw before his vision was covered with metal, was the civilians practically sprinting in the other direction.

Cannonbolt's entire body was completely covered with the robots, not so much as an inch of the Arburian Pelarota being visible to outsiders. After a few more moments…a bright light began shining through the cracks of the robots. Despite their best efforts to hold together (and contain the "outlier")…the energy was simply too strong.

In a bright flash of pink(ish) energy, all of the robots were sent flying…leaving a new figure standing there. The figure had dark purple rock-like skin with black lines and dots running across his being. His face and hands were a pink-colored crystals, along with shards of crystals that came out from his chest, back, and forehead. He had a single green eye, and the symbol on his chest, "CHROMASTONE!"

Some of the robots were still able to stand after Chromastone's blast, and charged forward to attack the changeling. As Chromastone lifted his fists up (in preparation to fight), a silver blur suddenly sped by…and destroyed the robots, knocking them into walls and across the ground.

Just then…the "blur" stopped in front of him, revealing to be Pietro. He was dressed different, him and his sister having changed in a completely different outfits before they had all left "Avengers Tower". Pietro was dressed in a dull blue shirt with long dark blue sleeves, light blue lines that ran across his shoulders, and white lightning bolt shaped objects on his sides, along with black pants and white sneakers.

Pietro smirked when he locked gazes with Chromastone (recognizing him as Ben due to the Ultimatrix symbol on his chest), "What?" He tilted his head to the side, seemingly in confusion, "You didn't see that coming?" He smirked, before bolting off in the opposite direction.

Chromastone just stared at the retreating speedster…before shaking his head and sighing with a smirk, "Smartass," he muttered. Just as he was about to run, however…the ground began to shake. It was slight in the beginning, but…it was gradually increasing with each passing second. "What the hell?! What's with the earthquake?!"

At that moment, he realized something that made him feel equal parts of shock, disbelief, exhaustion, and horror. The city…was rising. Into the air.

"What is this?" Chromastone muttered to himself, trying to stay upright.

"Do you see?" The voice of Ultron suddenly rang out in all directions. Chromastone turned around wildly…but, couldn't spot the metal menace. What he did see, however…was a multitude of robots flying near him. All of their eyes glowing red (like Ultron's), "The beauty of it? The…inevitability?" Chromastone charged energy into his hands and shot out two blasts of multicolored energy, destroying two robots. "You rise…only to fall. You, Avengers, are my meteor." Chromastone flew forward and punched one robot down, before kicking two more away, "My swift and terrible sword," despite destroying the robots, Ultron's voice remained, "And the Earth will crumble…under the weight of your failure. Purge me from your computers, turn my own…_flesh_ against me. It means nothing. And, when the dust settles, the only thing remaining…will be metal." As Chromastone gritted his teeth and clenched his hands into dust as he scanned the area around him for Ultron…he didn't notice a fifth robot crawling along the front of a building like a spider.

When said robot jumped, an arrow suddenly flew by Chromastone's head. Being completely caught off-guard, he turned around…and saw Hawkeye standing there with his bow outstretched. Wanda stood next to him, her eyes glowing red as she wore black pants and a dark red jacket (an outfit she had gotten from the Avengers). The archer chuckled when he saw the look on the Crystalsapien's face, "You're welcome, by the way." Chromastone rolled his…eye, and waved him off…causing Hawkeye to chuckle again, while even Wanda let a little smile slip through.

"_Stark, figure out how to land the city safely_," their communicators suddenly went off, getting all three of them to focus in on the captain's voice. "_The rest of us have one job…tear these things apart. You get hurt? Hurt 'em BACK. You get killed? Walk it off_."

"Motivational," Chromastone muttered/chuckled to himself.

That moment, however, was the moment that more robots had chosen to attack. Nearly two dozen of them had seemed to…materialize out of thin air, shooting forth a new wave of blue energy.

"GET BEHIND ME!" Chromastone called out to the other two heroes, outstretching his arms to allow himself to be hit by the oncoming lasers. Hawkeye walked to moved behind a car as he shot off an arrow about every two seconds, accurately shooting robots through their heads with each shot.

Chromastone simply…stood there as the lasers hit his body. After a few moments, the Crystalsapien's entire body glowed with multicolored energy. He then threw his hands out, cutting down multiple robots with two beams of pure energy.

Wanda outstretched her own hands, creating a psychic wall in-between her and the robots. With each moment that she saw an opening, she took that opportunity to telekinetically lift either cars or chunks of rock or pieces of buildings towards the oncoming metal men.

The issue, however, is the fact that Wanda's shield wasn't quite as strong as need be. Seeing arms being to falter, more of the robots began focusing their attacks at her. After a few more moments (sweating beginning to form on her forehead)…the shield broke.

"WANDA!" Chromastone called out. He ran towards the fallen girl, leaping towards her while he blasted the robots with one hand. He wrapped his arms around Wanda's body, covering her body with his own as they went crashing through the window of an abandoned building. Clint was quick to follow, barraging in through the door and shutting it after firing off three arrows at once.

As Chromastone stood up to see out the (broken) window, he saw Wanda still on the floor. "All our fault…all our fault," she kept muttering to herself, rocking back and forth as she hugged herself tightly.

"Wanda," Chromastone called out to pale-skinned girl, but she didn't respond…just kept muttering. "Wanda," he called again, but his words (once again) fell on dead ears. He slapped the symbol on his chest, and reverted back to his normal form, "Wanda!" He called out as he grabbed ahold of her shoulders, finally getting Wanda to look at him. "Now listen to me…it's not your fault. You didn't know that things would get this way," Ben spoke softly, remembering what she and Pietro had told him and his team on the jet.

"No," she shook her head, "If we hadn't helped him, nothing would have-."

"_No_," Ben shook her a bit by her shoulders, "Okay…listen to me: the city is flying….we're fighting an army of legion robots…and I'm a shapeshifter, fighting alongside a girl who can tear things apart with her mind, and a guy with a bow and arrow…none of what's happening right now makes any sense."

"Truer words have never been spoken," Hawkeye muttered as he fired off another three arrows simultaneously.

"Look," Ben said, getting Wanda to look him in the eyes, "Believe me…I understand how it is to blame yourself for…everything. You think that if only you had done more, or made smarter decisions…everything would have worked on, for the better. But you can't always blame yourself. It doesn't matter what you did or chose in the past. What _matters_…is what you _chose_ to do now," he told her, not breaking eye-contact for a moment. The brown-haired girl's expression went from frantic…to calm, as she simply…stared at the shapeshifter.

"He's right kid," Hawkeye said as he knelt down to the teens, "Now listen…if you want to stay, that's fine. There's nothing to be ashamed of. I'll have your brother come get you as soon as possible. But know this," Wanda now focused on him, "If you step out there, into all of this…you are an Avenger. Both of you," he looked to Ben, and the two shared a nod. Hawkeye placed a hand on Wanda's shoulder, before standing up and notching another arrow. The archer walked towards the door, Ben close behind (after giving Wanda a pat on the arm). "You ready?" Hawkeye asked.

Ben nodded before activating the Ultimatrix, and disappearing in a flash of green light. Standing in his place was a crystalline creature with pale green "skin" covering his arms and face. The rest of his body was coated in indigo crystal, with black lines and dots covering his legs and torso. He had two large crystal shards coming out of his back, two smaller ones on his chest, green eyes, and the symbol on his chest, "DIAMONDHEAD!" The Petrosapien turned his hands into razor sharp shards, before turning to Hawkeye, "Let's do this." Hawkeye nodded just before kicking open the door, the archer and changeling firing off a multitude of arrows and diamonds at their attackers…leaving Wanda along with her thoughts.

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Captain America batted one robot away with his shield…before quickly deflecting the blast of another, and throwing his shield at said robot (it being lodged in its chest, and pinning it against a car). The super soldier began, avoiding any lasers sent his way and shoulder-ramming any robot that came too close. He pulled his shield from the first robot's chest…just in time to cut down another that had tried to sneak up on him.

Kevin and Gwen didn't stray too far from one another. In the conflict, Kevin had coated himself in a layer of metal. He was running and leaping across the city, easily knocking down a robot with each hit. He morphed both hands into blades before somersaulting into the air, before quickly slicing three robots in half.

Two robots (literally) leaped towards Kevin…but, were suddenly stopped when a pink bubble materialized around them. They only looked around for a brief moment, before they were suddenly crushed when the bubble compressed into a small orb. Gwen's hands glowed with pink energy before rapidly firing off bolt after bolt, destroying a robot with each attack. Out of the corner of her eye, she saw a bunch of them trying to rush her…to which she responded by projecting a platform, and stopping them in their tracks. She then threw her hands towards the ground, three tendrils of energy shooting from each hand. She then raised her hands into the air, tearing a total of six chunks of the road up…before tossing them at rapid speeds towards her charging enemies.

Thor was smacking away robots like they were nothing more then nats, be it with either his hands or hammer Mjolnir. He swung his hammer around by it strap (knocking over a few more robots), before chucking his weapon towards his enemies…the weapon itself shooting and bending across the battlefield, twisting and turning like a snake. As his hammer went shooting across the battlefield, Thor had taken to taking down the robots using his fists (and godly strength).

"Thor," said Asgardian heard from behind him. Ultron's voice. Thor quickly turned around…only to get an iron gripped hand wrapped around his throat, as Ultron took them both to the skies, "You're bothering me."

"Thor!" Gwen called out to said thunder god **(1)**, turning around in preparation to aid him. Her moment of "distraction", however, was enough for one of the robots to land a laser blast to the energy platform she stood on. The platform shattered like glass…and the Anodite teenager fell.

"GWEN!" Kevin called out. He tossed aside a destroyed robot, before bolting after her. Or…he would have, had nearly ten robots hadn't decided to attack him at once (taking him to the ground).

As Gwen fell…the black and green "blob" known as Ship had quickly come up (racing forward after having dealt with robots of his own) and caught the redhead. After shaking her head out a bit, Gwen smiled at petted Ship on his head (which he had materialized), "Good boy."

"Ship! Ship!" The Galvanic Mechamorph chirped out excitedly. The small alien then looked out to see that the two of them were surrounded by a multitude of robots. Ship wrapped protectively around Gwen, "hissing" at the robots with a "glare" on his face.

Just then, however (to the complete surprise of both the Anodite teenager and the small Galvanic Mechamorph)…someone (or something) had suddenly leapt from the sidelines to attack the robots. The person flipped over a robot, before tripping it out from its legs (taking it to the ground). The person (revealed to be a woman) summoned up two batons from her suit, and moved into the conflict.

She batted one across the face, before jabbing the other baton into its upper chest. As one moved to fire its laser, she kicked it away before thrusting a baton into one of its "eyes". As another came up, the shield of Captain America suddenly came up to pierce into said robot's chest. The woman removed the shield from said robot's chest and knocked it away, before slicing through the heads of two more.

When the robots had (temporarily) ceased, Gwen and Ship were able to get a good look at the woman. She had pale(ish) skin, shoulder-length red hair (a couple of shades lighter then Gwen's), and she wore a black suit (while holding batons that were glowing a tad blue).

"Good to have you back, Romanoff," Captain America nodded, patting Romanoff on the shoulder.

"Good to be back, Rogers," Romanoff nodded with a smile…before looking over to Gwen, Kevin, and Ship, "Made some new friends while I was gone?"

"Pretty much," the super soldier chuckled, "Made a couple of them. Don't be surprised if you see a strange shapeshifting creature with a black and green circle somewhere on his body. Or the two enhanced we've been dealing with."

Romanoff stared for a moment, before she chuckled, "Can't leave you boys alone for a moment now, can I?" As soon as she finished her sentence…something suddenly SLAMMED into the ground, creating a large cloud of smoke. When the dust settled (and everyone lowered their arms from their faces), standing there…was a MASSIVE creature. Large and muscular, with green skin, black hair, and torn purple pants. Said creature was also snarling a little bit, shaking his (giant) head out.

"WHAT THE HELL IS THAT THING?!" Kevin cried out, putting himself in-between the "creature" and his allies **(2)**. The creature looked at Kevin, scoffing and rolling his eyes when the Osmosian teen glared at him (trying to be "intimidating").

"It's alright son!" Captain America got in-between Kevin and the creature. "It's okay, he's on our side. Kids…Hulk," he turned to the now-named Hulk, "Hulk…friends." The green goliath and Osmosian teenager were now just…glaring at one another (Kevin's being more "fiery", whereas Hulk was more annoyed).

"Are you…puffing out your chest?" Gwen whispered to her boyfriend when she noticed that he seemed to be standing a bit taller.

"Yes," Kevin admitted/whispered back.

"_Cap_," All (excluding Romanoff and Hulk) heard Iron Man's voice ring through their communicators. Gwen noticed how…exhausted, and defeated the Armored Avenger sounded (unlikely the snarky man she'd gotten to know a little bit).

"Iron Man, good. Tell me some good news. What's the plan?"

"_Well…all I have is news. I could get Thor to blow the Vibranium core…if you guys can get clear_." Gwen and Kevin shared a confused look. Surely, Iron Man wasn't suggesting-.

"I asked for a plan, not an exit strategy," the captain shot back.

"_The impact radius is getting bigger, Steve. If it gets too high and falls…it'll wipe out all life on Earth. Soon…we're gonna have to make a decision_." Captain America was now simply…breathing heavily, staring out at the clouds that've become visible by the rise of Sokovia.

"Someone tell me he's joking," Kevin suddenly spoke, "He…he can't actually be serious. We can't just…abandon everyone here."

"There may not be a choice," Romanoff interjected, "Stark is right…we are gonna have to make a choice soon."

Captain America was about to comment…but, Gwen beat him to it, "No. We can't leave the city while there's still one person on here."

Romanoff looked at her fellow redhead incredulously, "Everyone…up here, versus everyone d_own there_? That's…not even a competition, or debate."

"We're not leaving!" Kevin suddenly yelled out, "PERIOD! WE'RE NOT LETTING ANYONE ELSE DIE!" That…got Captain America, Romanoff, and even Hulk were looking at the Osmosian hybrid in shock and confusion. Gwen stepped in front of Kevin, and placed her hand gently on Kevin's chest, her mere presence getting Kevin to calm down a bit. Ship even crawled his way up to Kevin's shoulders, rubbing his head against Kevin's cheek (causing the Osmosian to scratch his head a bit in appreciation).

"Kevin's right," Gwen finally broke the silence, "There has to be another way. We can't just leave these people to their deaths."

"I wasn't suggesting we leave," Romanoff replied. When the two alien teenagers looked at her in confusion, she sighed, "There're worse ways to go. I mean…where else I'm I gonna get a view like this?" She finished, a soft smile on her face as she gazed out at the clouds.

"No…there's gotta be something we're not thinking of," Kevin shot back, "There aren't going to be any sacrifices. Not today."

"_The kid, whoever he is, is right_," the heroes suddenly heard a new voice ring through their communicators. Just a moment or two later, they all saw a MASSIVE ship rising up from the clouds. Gwen, Kevin, and even Ship were shocked in particular, the heavy looking like it was half the length and width of Way Big! "_You like? Pulled her out with a couple of old friends. She's dusty, but…she'll do,_" the new voice rang out.

"Fury, you son of a bitch," Captain America breathed out, a smile on his face.

"_Oof…you kiss ya mother with that mouth_?" Fury (to the slight astonishment of Captain America and Romanoff) joked a bit.

"This is S.H.I.E.L.D?" Pietro (who had sped to the others during their conversation) asked.

"This is what S.H.I.E.L.D is _supposed_ to be," Captain America answered as smaller "vessels" (seeming like being THREE Ultimate Humungousaur's standing on top of one another) began emerging from the larger vessel, and moving towards the edge of Sokovia.

"This is not so bad," Pietro muttered to himself, a small smile on his face.

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Hawkeye and Diamondhead were practically back-to-back one on another, shooting off their own respective projectiles at their enemies.

Hawkeye pulled out one arrow in particular, and shot it towards the chest of one robot. It remained there for a moment…before exploding, taking out no less then half a dozen robots. Hawkeye suddenly spun around, pulling out an arrow and jamming it into the head of another robot that had tried to sneak up on him.

Diamondhead stabbed a robot with the shard that he had grown from his wrist, lifting them up and tossing them into two more. He threw his hand out, grabbing one by its head before crushing it in his palm. Diamondhead then leapt into the air, firing off dozens upon dozens of diamond shards (which had stabbed/impaled themselves onto the robots). When he landed, however…he was blasted in the back by a laser, forcing him to a knee. When he looked up…he saw robots descending upon him, their lasers at the ready.

Suddenly though (before him, or even Hawkeye, could react), the robots were surrounded in red energy. They were slowly lifted into the air…before being slammed together. Looking to the side, the Petrosapien saw Wanda had emerged from the building…her eyes and hands glowing red as her hair blowed a bit in the wind.

Diamondhead smirked as he stood, "Decided to join the party, Maximoff?" He teased slightly, moving to shoot shards through the heads of a few robots.

Despite her best efforts, Wanda couldn't help it as a smile began to break out on her face, "You could say that," she shot back as she projected a shield against the robots' laserfire, before launching them into the air.

After only a few more moments…all of the robots in the area had been destroyed.

Just then…Pietro came speeding through, coming to a stop in the middle of the three. He looked around for a moment, before throwing his arms up and sighing rather dramatically, "Just had to have all the fun, didn't you?" Wanda rolled her eyes (a playful smirk on her face) at her brother's childish antics, while Diamondhead laughed out loud. Pietro chuckled a bit himself before moving to put a hand on his sister's shoulder (to make sure she wasn't injured).

"_Avengers_," Iron Man's voice rang out through everyone's communicators, "_Converge on my location. It's time to do our job_."

"Guess that's our cue," Hawkeye spoke as he walked up to the teens.

Pietro then surprised his sister by picking her up bridal style. "Try to keep up old maaaaaaaan!" He called out to the archer as he sped away towards the meeting point.

Hawkeye took a breath in through his nose…and out through his mouth, "Be honest kid…would you tell on me?" He notched an arrow, and pointed it to where the Maximoff twins had gone, "Nobody else would have to know. Nobody."

Diamondhead chuckled, "And how exactly would you play it off? It's not exactly a…subtle thing."

"You don't know that," Hawkeye argued as he took off running, "Hey…well…last I saw, an Ultron was sitting on him," Hawkeye spoke, a tad…over the top (if you ask the changeling, that is), "Oh, yeah…he will be missed. Heh…quick little bastard. I miss him already." He finished as he and the changeling began running to the meeting point. Diamondhead didn't do anything…but laugh.

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The changeling and archer had arrived, seeing all of their allies and comrades had met up in an area surrounded by stone pillars. In the middle of it all…was a metallic, silver cylinder.

Gwen was the first to see her cousin, "Ben!" Gwen quickly ran up and threw her arms around his neck. "Are you alright?"

"Yeah, I'm good." He and Kevin shared a fist bump, as Ship crawled his way to the changeling's shoulder. Ben walked up to the others (his team close behind), "What's the game plan?" He asked Iron Man.

"That's," he pointed to the cylinder, "the game plan."

"Tony said the city has a…Vibranium core," Gwen said, a tad uncertain about the "Vibranium" word in of itself, "When the city gets high enough, Ultron plans to drop it."

"For what?" Diamondhead asked.

"Stark said if it gets high enough…global extinction," Kevin answered, a frown on his face.

"So if Ultron gets a hand on that, we lose," Iron Man finished, "Even if it drops early, we're still talking a death toll in the hundreds of millions. If not _billions_."

"Keep the killer away from the shiny cylinder…got it," Diamondhead gave a thumbs up.

Kevin then held a hand over Iron Man's shoulder, "May I?"

Remembering the kid's power, Iron Man nodded, "Be my guest." Kevin smirked, before placing a hand on the Armored Avenger's shoulder. In an instant, Kevin's entire body had been coated in red armor (the same color as Iron Man's red)…causing the Osmosian to grin savagely as he clenched his fists.

"Ship! Ship!" The Galvanic Mechamorph cried out from Ben's shoulder. Everyone looked…to see Ultron. Floating there, impassively staring at the collection of heroes.

"Is that the best you can do?!" Thor screamed out, arms outstretched. Ultron didn't respond, not with words that is. He simply smirked, holding up his arms…as literal hundreds of his robotic minions came charging from behind him. With another wave of his hand...they stopped, mere _feet _away from the heroes.

"You just _had_ to ask, didn't you…Goldilocks?" Kevin (rhetorically) asked.

"This," Ultron raised his arms, as if marveling at the size of his army, "is the best I can do. This is exactly what I wanted. All of _you_," he moved his hand to the heroes, who tensed, "against all of _me_. How do you possibly think you can stop me?"

"Well…like the old man said," Iron Mam replied, taking a glance at Captain America before turning back to Ultron, "Together."

"Translation?" Kevin spoke, before a cocky grin grew on his face, "Fuck…You." Hulk let out a downright monstrous roar of challenge (making some question whether or not he agreed with Kevin's statement).

Ultron scoffed, "So be it then. If you wish to stand together…you can _fall_ together." He threw his hand forward…and his robots charged.

And…the battle begun.

Captain America deflected multiple laser blasts before tossing his shield, cutting through three robots before catching his shield when it bounced off of one of the pillars. Thor swung his hammer by its strap, swinging his arm and hammer and taking down robot after robot (like they were nothing). Iron Man took into the air, firing off two beams of yellow energy from his hands and obliterating the robots as they neared the cylinder. Romanoff leaped onto a robot and jammed her batons into its neck, before leaping off and tackling another robot (jamming her baton into its head). Hulk was literally back-handing and swatting the robots away like flies, occasionally picking one up and tearing them in half. Hawkeye was moving with almost superhuman speed and accuracy, shooting in arrow every second and successfully landing it in a robot head with every shot. Pietro was speeding across the battlefield like a blimp, pushing away any stragglers with surprising force. Wanda was using her power to either shove away or crush any robot that she could get her sights on. Vision was flying through the air and moving down to bat aside the robots, or phasing his arms through robot bodies and tearing them apart (occasionally throwing in an energy blast from the Mind Stone). Diamondhead shooting out razor sharp shards at the robots, turning his hands into blades to slash them apart. Gwen had levitated on an energy platform, throwing bolts of mana and lifting and throwing the robots away with constructs. Kevin had morphed his hands into maces, and was smashing the robots in his way (a little smirk on his face). Ship was sneaking and slipping his way across the ground, destroying any robots that somehow got past the others (by either going into their chest and blowing them apart, or latching onto their faces and short-circuiting them.

The conflict couldn't be described as any less then pure chaos…all with Ultron floating, a smirk on his face as he watched the heroes desperately fighting a losing battle.

Diamondhead took one robot and smashed its chest with his foot…before turning to look at the floating robot. And an intense feeling of white hot fury expanded throughout his entire being. Ultron wishes to wipe out ALL life on the planet, and he's attempting to do so…with a smile on his face?!

"I'm going after the big fish," Diamondhead spoke as he began running towards the metal menace. He thought that he heard Iron Man tell him to stop…but, he didn't. "ULTRON!" The Petrosapien yelled as he backhanded away any other robots that stood in-between him and Ultron.

Said robot looked down at the…odd changeling that had interfered with him protecting his Vision the last time. Ultron smirked as the Petrosapien came charging at him, before he flew forward to meet him head on.

As Diamondhead leapt up to throw a punch, Ultron seized by his throat with both hands. Quicker then any of the others could react or comment…Ultron flew them both away from the battlefield.

The robot and changeling threw punch after punch against one another as they went spinning through the sky. After a few moments of this, Ultron suddenly caught Diamondhead by his wrist …before placing a hand just above the changeling's chest.

The Petrosapien only had time to widen his eyes…before an orange laser was blasted out at point-blank range. Diamondhead went flying towards the ground, yelling as he spun through the air. Ultron wasn't gonna just stand there, however…as he quickly flew towards the falling changeling, grabbing him by his face. He then shoved the Petrosapien into the ground, forcibly dragging his body through the earth...just before the two of them crashed into an abandoned building. Said building only remained standing for a few moments, before it crumbled to the ground.

Ultron emerged out of the wreckage after a few moments, still holding Diamondhead by his face. "What an…interesting device, you have," Ultron spoke, tilting his head as he stared at the symbol on the changeling's chest. "Curious," he muttered, just before taking ahold of said symbol.

When he pulled, however…there was an intense flash of light, lightning crackling around the both of them. Ultron let out a yell of pain, before he was sent flying in a MASSIVE explosion. Diamondhead fell to his knees (as Ultron went sprawling across the ground), breathing heavily as he held a hand near the symbol. He shook his head out, standing up as he brushed the symbol off, "Nice try tin can," he spoke, standing up as he saw Ultron do the same, "You're not the first creep to try and take this from me," he pointed a thumb to the Ultimatrix symbol.

Ultron glared, his fists clenched, "But I will be the last!" With that…he charged, with Diamondhead doing the same.

The two beings met in the middle, throwing their fists out…creating a shockwave, which cracked the ground underneath them. Diamondhead summoned a shard from his wrist and threw it forward…to which Ultron caught his arm before throwing him into a wall. The robot then moved forward and kicked the Petrosapien through the wall. In mere moments…there was a sudden flash of green light.

Tilting his head in slight curiosity, Ultron walked through the hole he had created. His red eyes narrowed as they scanned every inch of the abandoned house, trying to find his opponent. "Where'd you go, shapeshifter?" Ultron muttered to himself.

Suddenly…something emerged from the earth and flew through the robot, freezing him in his entirety. The "something" that had frozen Ultron was a moth-like creature flying in the air. He had a dark blue head and torso, along with black arms, legs, and sides. He had light blue patches on his appendages and two-toed feet. He had two large wings on his upper back, two smaller wings on his lower back, two antenna, visible teeth, large green eyes, and the symbol on his chest. "**_BIG CHILL_**!" The moth alien gently floated down to the frozen robot, "**_Sorry about that, Ultron. Just felt that you needed to COOL down. Hehehe_**."

Shortly after, however…Ultron's arms began glowing orange within the ice. A split second later, Ultron threw his outwards…sending shards of ice flying everywhere. He turned to glare at the flying moth, "I'm…not amused," he spoke, before shooting out lasers from both hands.

Big Chill simply turned intangible, allowing the lasers to harmlessly pass through his body, "_**What's wrong, Ultron? Don't like my quips**_?" He "teased" slightly, as he slowly flew towards the ground…and towards Ultron. Said robot snarled, before clenching his hand into a fist…said fist glowing blue. A large piece of rock was summoned up from the ground, and flew towards the Necrofriggian. Said rock, however, harmlessly passing through Big Chill's form. "**_Too bad…so sad_**," he mocked, before taking in a deep breath…and blasting out a stream of frigid cold air at his opponent. Ultron quickly crossed his arms over his face, but he could tell that the ice was quickly beginning to spread over his arms.

Ultron quickly took to the skies, shaking out his arms to crack apart the ice. He looked down to glare at the changeling (who waved mockingly), before (once again) clenching a hand into a fist. To the complete shock of Big Chill…he felt his entire body suddenly freeze still (inadvertently causing him to turn tangible **(3)**). "_**W-What the-**_?!" Before he could finish his thought (or try anything to free himself), he felt a metal hand quickly tighten its way around his throat.

Ultron lifted the moth alien up, examining the creature by its head. "I'm going to kill you," he spoke, surprisingly calmly, "And tear your…device from your corpse," he raised his other hand, it glowing orange and arranged in a "claw-like" fashion.

Big Chill responded by slapping the Ultimatrix symbol, causing Ultron to shut his eyes for a moment by the flash of light. "Standing" in the Necrofriggian's place…was a gelatinous-like creature. His outer body was pitch black with green lines, whereas his inner body was light green with black lines. He was (essentially) a cyclops, a circular green eye on his black head…and the Ultimatrix symbol on his chest. "**UPGRADE**!" The changeling called out…before grabbing ahold of Ultron's shoulders, "**My turn**," his…eye seemed to "smirk", before he passed through Ultron's grip…and latched onto the robot's entire being, his body seeming to morph into a puddle-like shape before he did.

Ultron screamed as the Galvanic Mechamorph began wrapping himself around his (Ultron's) body like a serpent. He shot out a laser blast or two…but Upgrade simply healed through the holes being blasted through his body, before focusing to wrap himself on the robot's hands. Ultron's gravity generators were acting out, sending rocks and cars flying across the battlefield. The robot took to the skies, screaming and cursing as he tried to tear through the changeling's body (with virtually zero success).

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The remaining heroes were fighting with all their might to keep Ultron's robots away. Some wanted to go after Ben…but, the robots were doing a good job of "boxing them in".

"We need to go after Ben!" Gwen called out as she lifted a total of a dozen robots in bubbles, crushed them to bits, and threw them to the side.

"He's a big boy, the kid seems like he can take care of himself!" Iron Man was the one to reply, flying up and blasting a multitude of robots with his hand lasers.

"You clearly just met him," Kevin muttered, slamming down two robots into the ground. A bunch of other robots were racing towards him. As Kevin morphed his hands into blades…Hulk suddenly came out of nowhere, and shoulder-rammed them all to the ground. Kevin's eyes widened a bit…before he smirked, and gave Hulk a thumbs-up (turning one hand back to normal to do so), "Thanks man." Hulk turned towards Kevin…and smirked, nodding his head.

After what felt like an eternity (when it actually couldn't have been more than a few minutes)…nearly all of the robots had been destroyed, with the surviving ones quickly fleeing into the air.

"We can't let them leave the city," Captain America spoke, as things started to "calm down" (for lack of a better term).

"They won't," Iron Man replied, "Rhodey," the Armored Avenger spoke through his communicator, "You got this?"

"_I got it,_" a voice rang back.

"I shall aid," Vision spoke, before shooting off at supernatural speeds to follow the fleeing robots.

"What about the Vibranium?" Romanoff asked, "We can't leave it unguarded."

"I'll guard it," Wanda spoke out, getting Hawkeye to look at her in slight shock, "It's my job." The archer nodded his head, a slight smirk pulling at his lips.

"I'll stay with her," Gwen said, putting a hand on Wanda's shoulder as she gave her a smile, "I got your back," Wanda smiled and nodded in appreciation.

"Alright then," the super soldier stepped in front of the others, "We need to make sure that all of the civilians are off of Sokovia, "Hulk," said creature turned towards his leader, "Go find Ben and help him against Ultron. When you find him, whatever or whoever you see fighting Ultron…don't. Smash," he emphasized. Hulk rolled his eyes and scoffed, waving Cap away before he began running (and jumping, in a moment) in the direction where Ultron and the weird diamond person (i.e.: Ben) had gone off to.

Iron Man and Thor quickly took to the skies towards Fury and his ships, Captain America, Black Widow, and Hawkeye being quick to follow (though, not as quickly…obviously). Kevin walked up to Gwen, taking her hand in his own, "Be careful…alright?"

Gwen smiled a bit, placing a hand on Kevin's cheek, "I will be. I'll be fine…Ben too. Head with the others and make sure the civilians get away okay." She moved forward, and placed a kiss on Kevin's lips.

"I don't want to leave you here," Pietro told his sister. Just then, Wanda threw her hands outward. Turning around, Pietro briefly saw a robot coated in red energy…before it was suddenly crushed.

"I'll be fine," Wanda spoke, confidently, "I can take care of myself…and Gwen will help me. Don't come back until all the civilians are safe, and not a second sooner." Pietro maintained the frown on his face as he began walking in the same direction of Kevin and the others, "You understand?" Wanda asked.

Pietro paused…and chuckled, before turning around, "You know…I'm twelve minutes older than you."

"Go," Wanda "commanded", though…it was lessened by the obvious smile on her face. Her brother chuckled…before speeding off into the distance (being gone in mere moments).

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Upgrade grunted when he was sent crashing into a wall, before quickly creating a hole in his body to avoid the foot of Ultron. The Galvanic Mechamorph's body slipped past the body of Ultron, who tried (and failed) to claw at the changeling. Ultron quickly turned around…and blasted the Galvanic Mechamorph with both lasers. Upgrade quickly responded by pulling his head back…and shot out a mighty beam from his singular eye.

The beams of energy collided in a MASSIVE shockwave, cracking the earth beneath them. After a few moments of this stalemate, Upgrade clenched his fists…before he suddenly "shifted" to the side, allowing for Ultron's lasers to pass over him. Acting/Retaliating quickly, Upgrade drew his fist back as he quickly moved forward.

As the Galvanic Mechamorph attacked…Ultron proved that his reaction time was quicker than anticipated. Ultron moved to avoid Upgrade's punch, grab his stretched out limb, and pulled the changeling to him…blasting a laser blast at point-blank range at Upgrade's chest, sending him to go sprawling across the ground. The metal menace scoffed as the changeling slowly began to stand up, before he began walking (with purpose) towards the Galvanic Mechamorph.

Just then, COMPLETELY out of the blue…something suddenly crashed into the form of Ultron, knocking clear across the ground. Shaking his head out, Upgrade opened his eye…to meet the (heavily) breathing form of the Hulk. The jade giant turned to look at the "stable" changeling, as the two simply…stared at one another.

"**Thanks for the assist**," Upgrade finally broke the "silent stare" between the two powerful beings. Hulk simply gave a curt nod towards the shapeshifter. "**Not much of a talker, are you**?" Upgrade quipped as he dusted himself off as began closing the distance between them. Hulk looked back to growl a bit, causing Upgrade to chuckle as he held his hands up and took a few steps back.

Suddenly…lasers bombarded onto Hulk, causing the rage-filled creature to yell out in shock (and stinging, more than anything else). Upgrade quickly followed the length of the laser…and saw them having originated from Ultron (in the air), who had recovered from the Hulk's attack.

Upgrade was quick to react, running towards the homicidal robot. He then slapped the symbol on his face, disappearing in a flash of green light. When the light died down…the creature still running was a LOT shorter. The creature had white skin, green circles on the tops of his hands, tubes that went from the sides of his head to a "backpack-like" object on his back, pupil-less green eyes, and the Ultimatrix symbol on his chest. "_Echo. Echo_."

Without stopping, Echo Echo twisted the symbol to the left before slapping it again. When the second flash of light died down…a completely different individual stood in its place. The Sonorosian was now a more…"robotic" being, who stood at no less then twice his previous height. His "skin" was dark blue, with light blues circles spread along his hands, palms, legs, upper chest, shoulders, and head (both sides and top). He had black fingers, black lines spread across his body, and the same pupil-less green eyes as before, the Ultimatrix symbol have grown four prongs to resemble an "X" on his chest. "**Ultimate Echo Echo.**"

The evolved Sonorosian leapt upwards, taking towards the sky after Ultron. If the robot was surprised by the changeling's constant transformation, he didn't show it…simply flew right after his opponent.

The two met in the middle, resulting in a shockwave (the third of the day) being created (shattering any remaining windows in the area). Ultron fired off a laser when they separated, to which Ultimate Echo Echo responded by quickly flying to the side to avoid the attack.

The evolved Sonorosian threw his arms out, two disc-like objects emerging from the tops of his hands and flew towards Ultron. Ultron quickly began flying backwards, unsure as to what exactly these…"projectiles" are exactly. Before he could, however…the disks suddenly turned up so that their bottoms faced Ultron…a split second before waves of sonic energy shot forth.

Ultron crossed his arms over his face, snarling in pain as the sonic waves rippled throughout his being. In his moment of distraction…the evolved Sonorosian came CRASHING into him, throwing an enhanced punch straight into the robot's jaw.

He backhanded Ultron just as quickly, before lifting up his legs and kicking out in the robot's stomach. As the machine went flying, Ultimate Echo Echo quickly peeled off discs from his shoulders. Wasting no time whatsoever, he tossed the discs towards his enemy. The two discs flew…suddenly stopping in front of (the confused) Ultron, before quickly splitting into nearly twenty versions of themselves.

"**Hope you have earplugs built in,**" he quipped, before crossing his arms…and taking in a deep breath, "**Sonic…DOOOOOOOOOOOOOOOOOOM**!" Ultron was stuck in the center of a literal sphere of sonic energy and sound.

The robot clenched his head tightly with both hands as the sound waves assaulted his "ears". He threw his head back…and let out a MASSIVE scream of pain. Cracks began forming across his body as he began to spark and smoke **(4)**. Electricity began sparkling all over his body…until it ceased.

The sonic disks that surrounded him stopped their attack, merging back into only two deaths before flying back to Ultimate Echo Echo. Ultron flew to the ground, falling on his face. After a few moments…he was barely able to pull himself up, slowly trying to stand after the intense attack of sound. When he finally managed to stand…he was very wobbly, his legs shaking as he stared at the evolved Sonorosian with a single cracked red eye. "You know," he began, "With the benefit of hindsight-," suddenly…the Hulk came bursting from behind Ultimate Echo Echo, and uppercutting Ultron….sending him to go flying through the air.

Ultimate Echo Echo was a tad surprised by the green goliath's sudden attack. "**I feel like you enjoyed that just a tad too much**," the evolved Sonorosian quipped as he stepped to stand next to Hulk. Said creature simply turned to the changeling and actually breathed (heavily) in Ultimate Echo Echo's face. The evolved Sonorosian took a step back, waving in his face as he chuckled a bit. Ultimate Echo Echo didn't respond…verbally, that is. He simply chuckled…before levitating into the air, and taking off in another direction. "**TRY TO KEEP UPPPPPPPPPP**!" Ultimate Echo Echo called out behind him.

Hulk looked at the retreating changeling for a moment…before shaking his head and scoffing, taking off into his own run before leaping into the air.

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Hawkeye shot out arrow after arrow of what remained in his quiver, taking out any of the remaining robots that stood before him. While Captain America and Black Widow helped the remaining civilians onto the ships, he had remained behind to take down the remaining robots…being aided by Kevin and Pietro. Vision was taking on the robots in the air, aided by War Machine and Falcon. Iron Man spoke of a plan to bring Sokovia down without leading to global extinction, so he had flown underneath the city…before telling Thor to head back to the church in preparation.

Hawkeye saw Kevin slashing the robots with blades hands, seemingly unaware of one of them slowly moving behind him. The archer responded by pulling an arrow, and accurately shooting in it the head. The "cut of air" that appeared near Kevin's head caused him turn to the location of the noise. Seeing an arrow in the robot's head, he turned and nodded to Hawkeye, "Thanks Barton!"

Hawkeye nodded with a smirk, "Try to pay attention a bit, kid." Just then…he heard a noise, turning to see two robots running towards him. He reached to his quiver…only to grab nothing but air. "Damn," he muttered, instead holding his bow out in preparation for hand-to-hand combat.

Just then, however, a silver blur suddenly came out of nowhere and destroyed the robots instantly. Said "blur" stopped…revealing Pietro, who smirked, "Look who's talking **(5)**, old man," he chuckled, before speeding away (before Hawkeye could make any kind of rebuttal).

The archer sighed, shaking his head. _To think…I'd only need ONE more arrow_, he "lamented" to himself as he began running towards the civilian ships (knowing he'd be more useful in helping the people to safety as opposed to fighting any remaining robots without any arrows left).

"What is that?" Kevin asked. Hawkeye turned to where the teen was pointing…to see a large ship flying towards them. The ship was one of the Avengers (as Hawkeye recognized the shape and design of it), but…it was coming in very fast. Hawkeye wasn't aware of any of the team that would be on that ship…the gun that had been brought out only fueling his opinion.

"Not one of ours. MOVE!" Hawkeye called out, as the ship began firing its weapon. Hawkeye rolled behind cover as Kevin simply crossed his arms over his face, the bullets bouncing off of his armor-like skin. The Osmosian dung his fingers into the earth, and tore a chunk of it (a little bit bigger than a basketball) before tossing it towards the ship. Unfortunately…it bounced harmlessly against the ship's shell. The ship moved a tad upwards as it flew completely past Kevin's location.

"PROTECT THE CIVILIANS!" Hawkeye called out to Kevin, who (with some difficulty and frustration) began running towards the civilians to ensure that none of them got hit by any of the fire. As Hawkeye was about to run as well-.

"HELP!" Hawkeye immediately turned towards the sound of the crying voice. Focusing his gaze ahead of him…he saw it. A small child, stuck underneath a sheet of metal. Out of the corner of his eye…he was able to see the ship slowly beginning to slow down…which told him that it was about to turn.

As the ship turned…Hawkeye was off.

Despite his attempts, there wasn't…much that Pietro was needed for. Captain America and Black Widow had done a good job in gathering the remaining civilians aboard the ships. As he paused to catch his breath for a moment (even speedsters need a moment to rest)…something suddenly passed overhead from him. He looked out to see a ship flying quickly towards (what appeared to be) Hawkeye. In another moment…he saw the archer lift a small child in his arms.

Pietro's eyes widened briefly…before they narrowed in determination. He looked down towards one of his hands, which was shaking. He slowly clenched it into a fist, taking a moment to force himself to be steady. He took in a deep breath through his nose…before shooting opening his eyes, and speeding in the direction behind the ship.

He saw a tipped over car, and began moving towards it as Hawkeye covered the child with his own body. It was at this moment that Pietro begun to realize just how much energy he'd been exerting throughout this fight, as he was certain that he wasn't moving as fast as he should have. He gritted his teeth, moving his legs as much and as quickly as he could as the bullets grew ever closer. He knew what he had to do, knew what he had to focus on.

The innocent people were the ones who mattered. That's why he and his sister left Ultron's side.

_I'm sorry Wanda_, Pietro thought as he summoned up every ounce of speed that he could muster, and sped towards the downed car. Running to its side (while the bullets were mere inches away from Hawkeye and the child), he threw all his weight onto it…shutting his eyes as he moved it towards them.

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And he felt…nothing. But…he heard a lot.

Pietro turned his head…seeing these…weird disks being near him. These "disks" appeared to be firing off sonic waves, which (Pietro spectacled) had kept the bullets away. "**What's wrong Pietro**?" Said speedster spun…to see a metallic, blue-skinned (using the word "skin" loosely) being floating to the ground. Pietro was confused for a moment…but breathed in relief, when he the (altered, but recognizable) symbol on his chest. "**You didn't see that coming**?" Ultimate Echo Echo quipped, and Pietro suspected that he was smirking (although he couldn't see it). Hawkeye quickly ran past the two boys (nodding at the changeling as he did so), the child safety in his arms (and a woman calling out on one of the ships). The evolved Sonorosian looked at Pietro, before looking at the placement of the car as the disks moved back and reattached to his body, "**I know what you were trying to do**," the changeling spoke, in a more….somber tone, as he stepped in front of the speedster (who flinched a bit). He then placed a hand on Pietro's shoulder, "**No sacrifices. Not today**," Ultimate Echo Echo spoke, before shooting into the air (leaving the speedster there, with his own thoughts).

The evolved Sonorosian flew quickly towards the ship, as it attempted to flee. Without slowing down (in the slightest), he crashed through the window of the ship and took ahold of its pilot…Ultron.

"Oh, for God's sake," the metal man complained, as the changeling leapt through…pushing his head down onto the floor.

"**You look like you've seen better days**," Ultimate Echo Echo joked, chuckling at the damage done to Ultron's form (courtesy of yours truly). "**Been in an accident**?"

"Funny," Ultron practically snarled, before placing his hand on the evolved Sonorosian's chest and firing off a laser to create some distance between them. The changeling was quick to stand up, Ultron following (albeit slower).

The two simply…stared at one another, the changeling standing taller then the robot.

Ultimate Echo Echo clenched his hands into fists as he made sure to stand up straight, "**Bring it on**." Before either of them could do anything…the symbol began blaring out loud, as it started flashing red. Ultimate Echo Echo's eyes widened…just before disappearing in a flash of red light, having reverted back to human form. Ben looked at his hands, before focusing in on the Ultimatrix, "Dammit!"

Suddenly…a metal hand wrapped around Ben's throat, cutting off his air supply as he was lifted into the air. Ultron's other hand grabbed ahold of Ben's arm (the one with the Ultimatrix) and lifted it away from the rest of his body. "Well.. isn't this…interesting?" Ultron spoke, smirking (which seemed scarier because his face was damaged) as the changeling tried to use his other arm to claw his way free. His gaze went back to the Ultimatrix, who's symbol was now glowing red, "This device grows more interesting by minute. Guess I'll have a lot to figure out," he spoke ominously…before Ben felt a pressure on his left arm, before it began pulling in an opposite direction to the rest of his body.

Ben was flailing around as much as he could, trying to keep his arm in the same "position" as the rest of him. He gritted his teeth (certain that he was gonna crack them) as he glared at Ultron's smirking façade. He was trying with all his effort to not yell, refusing to give Ultron the satisfaction of him yelling.

Just then, however…Ultron suddenly lurched forward in pain. He suddenly released his grip on Ben, now yelling out loud. Ben (after rubbing his head after hitting the floor) looked on in shock, as Ultron continued to howl.

At that moment…a black and green substance began covering Ultron's form. Ultron continued to scream as it completely enveloped him, green electricity emitting off of him. After another moment…Ultron suddenly went silent. His arms fell to his side as the "substance" quickly retreated from his body, leaving him form still and his eyes as black as the night sky.

Then…he collapsed, lifelessly, to the ground. The "substance" pulled itself up…revealing to be-.

"Ship! Ship!" The Galvanic Mechamorph chirped as he bounced up and down.

Ben's smiled, "Good boy!" He said as he petted him, "Let's get out of here." Ship nodded, before wrapping itself around Ben. The changeling then ran forward, and jumped out of the ship…Ship quickly transforming into his "ship" (pun not intended) form around Ben.

"Ben!" He heard his cousin's voice ring out from the Ultimatrix.

"I'm here," Ben quickly replied, "Me and Ship."

"Get clear. Iron Man and Thor are about to blow the ENTIRE city to prevent annihilation on a global scale. Wanda and I are getting off, and all of the civilians are clear. You and Ship need to get clear NOW!"

Ben's eyes widened for a moment, before they narrowed, "Heard you loud and clear. Ship," he patted the interior of the Galvanic Mechamorph, "Let's move buddy."

"**Ship**," Ship "responded", before he began flying upwards. The "entrance" of Ship remained open, and Ben moved a tad closer to it (taking ahold of the side as he did so) in order to see the ENTIRETY of Sokovia as the two got higher into the air. Just then, the shape-shifter's eyes widened when he suddenly saw an absolutely MASSIVE bolt of lightning suddenly shot forth from the sky. A split second later…Ben's eyes (somehow) widened even further when he suddenly saw the entire city be obliterated in a massive explosion.

"Talk about overkill, eh boy?" Ben muttered, tapping on Ship's interior.

"**Ship, Ship**," the alien responded, the tone in his "voice" telling Ben that their thoughts were shared.

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(Later)

Overall…the mission was (in Ben's humble opinion) a success. Tony's plan to destroy Sokovia did succeed in preventing an extinction-level event, with him (Ben) and Ship personally going to ensure that none of the falling debris were capable of committing any massive damage (given how high in the air they were, even a…medium-sized piece could have done a lot of damage).

Apparently…a single robot of Ultron had (SOMEHOW) survived, but was quickly tracked down and destroyed by Vision (annihilating the final remnant of the murderous bot for good).

On a slightly somber note…the Hulk is missing. He had gotten on the large ship (Ben later discovered it was called the "Helicarrier"), but (literally) leapt off after some time. No one had been able to stop him…or find him since (despite their attempts).

Thor (which Team 10 discovered to be the actual Nordic God of Thunder!) had left Earth not long after. According to Steve (the real name of Captain America), Thor said that the Mind Stone was the fourth Infinity Stone to be "awakened" within recent years…and, he was concerned that this meant that something big was on the way. So, he left for Asgard (which Ben found to be very cool) to see what he could find.

Tony (Iron Man's real name) was apparently leaving the Avengers…but not before showing off the new compound he had gotten for his (former?) teammates. Instead of the massive tower from before, he had gotten a (MUCH) smaller (flat-like) building. One that expanded a lot more than their previous base had.

Clint (Hawkeye's real name) had also left the team, deciding to retire and stay with his family instead of the superhero life (a decision that Ben could fully understand).

And so.. with one member off world, one member missing, and two members deciding to retire…the Avengers needed to "thicken" their team roster. Along with Vision and the Maximoff twins, the "New Avengers" had also been taken by War Machine (a man in an Iron Man-like suit of armor, only "bulkier") and the Falcon (a man with large metallic wings). Ben had spoken to War Machine and Falcon (real names he discovered were James Rhodes and Sam Wilson, respectively) for a bit, and they were pretty cool (War Machine was pretty funny, primarily when Ben praised his story of a previous adventure).

And this moment in particular…Team 10 was conversing with the Maximoff twins (while Steve and Natasha conversed within the compound).

"Those moves of your guys weren't half bad," Kevin commented, leaning against the wall with crossed arms.

"Sounds…like you're just upset that yours weren't as good," Pietro shot back with a smirk.

"Ha! You wish, pretty boy."

"Think they'll be done anytime soon?" Wanda asked Gwen, since the two boys had been going on with their little "debate" since they all landed at Avengers Compound.

"Don't be too jealous Maximoff," Kevin spoke to the female twin, before placing his arms behind his head and shutting his eyes, "Maybe, one day…you can grow enough to where your strength could match someone like me."

Wanda raised am eyebrow…before raising her hand. In that moment…Kevin's entire body was coated in red energy, the Osmosian suddenly yelling away as he was abruptly lifted into the air. Gwen tried to hold her laughs behind her hand, while Ben and Pietro began laughing out loud. The (disguisingly) sweet smile remained on Wanda's face as she moved her hand around like she was a conductor, swirling Kevin through the air like a puppet.

"Very FUNNY. Now…PUT ME DOWN!" Kevin yelled out, but…everyone couldn't keep themselves from laughing. Even Ship seemed amused by what was happening.

"Ben," the changeling turned when he felt Pietro (who seemed to be trying to calm himself down) tap his shoulder, "Can I talk to you for a second?"

"Sure," Ben rubbed a hand down his face, in an attempt to calm himself down. The two boys walked a few feet away (the girls and Ship being distracted by Kevin's plight), before stopping near the other end of the wall. "What's up?"

Pietro's face then took on a more…somber expression, "I wanted to say…thank you," now…Ben's focus was fully on Pietro, "You…saved me. I just-."

"Hey," Ben put a hand on Pietro's shoulder, "Don't worry about it. But," Ben's "but" got the speedster to focus on him, "That "sacrificial" act you tried to pull…look, it was a noble thing. Not many people would have been able to play that card, and you did so without any hesitation. I'm not saying that it was a bad thing…but, it's something that you have to think about before hand. If you had died today…yeah, you would have saved Clint and the kid. And that would have been good. But…what about Wanda?" He could see the hurt and guilt flash within Pietro's eyes, but knew that he had to continue, "According to the two of you guys, you're (currently) the only family she has left. How do you think she would react if she lost you too?" The changeling sighed, before putting a hand on Pietro's shoulder, "Look…what you did in of itself wasn't bad. But…the "sacrifice card" isn't one that you should just play freely. Especially since you still have someone who you care about, and who cares about you. I don't even know where I'd be if not for Gwen, Kevin, and even Ship," his last sentence was spoken quieter, but Pietro still heard him.

"Wait…you mean that you-?"

Ben sighed, "It's…not something I'd prefer to talk about. But…you and Wanda aren't the only ones who've lost people," his other fist unconsciously clenched as those negative thoughts began coming back, before he quickly shook his head out. "Just…be careful, alright? And, try not to get yourself killed," he ended his sentence with a smirk, getting Pietro to smirk a bit as well.

"What're you two talking about?" They both turned to the sound of Wanda's voice, seeing her walking up with the others behind her (Kevin looking a tad noxious).

"Just how much your brother was impressed by my heroics in Sokovia," Ben "bragged" with a hand on his chin (quickly changing subjects and doing his best to get rid of the somber atmosphere).

Pietro scoffed, "In your dreams," he then looked towards Kevin, "How'd the ride treat you, Levin?"

"Shut it," Kevin had to cover his mouth, "Before I…knock your teeth out." Everyone around him just laughed at the Osmosian's plight (Gwen at least having the curtesy to pat him on the back).

"You all seem like you're having fun," the teenagers (and Galvanic Mechamorph) all turned to see Steve walking towards them, a kind smile on his face.

"Having fun at Kevin's expense? You bet!" Ben exclaimed, getting the others (excluding Kevin, of course) to laugh (and even Steve chuckled for a bit).

The super soldier then turned to the Maximoff twins, "Your rooms in the compound are ready. Feel free to check them out, and do…whatever you want with them. Within reason, of course," he (slightly) "reprimanded".

Pietro turned to his sister, "Try to keep up," he spoke/teased, before shooting off in a silver blur.

Wanda rolled her eyes at her brother's antics, before turning to Team 10, "See you later," after getting three waves (one more reluctant than others) in return, she ran after her twin.

Steve looked towards the others, and motioned with his head…signaling for them to follow, which they did. "So…you kids sure to head out?" Not long after the "New Avengers" had been…properly formed, Team 10 were all offered spots on the team as well…but declined. "We could use kids like you on the team."

"Thanks for the offer captain," Ben replied, "But," he ran a hand through his hair, as Gwen and Kevin frowned a bit, "The main reason we helped against Ultron was…sort of instinct. We've been done the whole "hero" game for a long time now, and we couldn't just stand around while someone like Ultron threatened an entire world and it's people. But, we're not sure if…this, is still something we want to do. Something…happened, and we're not…certain anymore," the changeling tried to explain as best he could, without revealing too much. Steve, however, wasn't as easily "tricked" as he may have hoped. When the star-spangled hero looked into the eyes of all three teenagers, he saw things that he recognized all too well.

Pain. Grief. _Loss_.

The super soldier could tell that these kids had lost something…_someone_, important to them. But…it wasn't his place to question (as he more than understands the feeling of loss). He placed a hand on Ben's shoulder, getting the teen shapeshifter to look at him, "Hey…I get it. Your reasons are your own, and you don't have to explain yourself to me."

Ben nodded back, "Thanks Cap." All of them continued their walk along "But," his "but" got the super soldier's gaze back on him, "Here," Ben reached into his jacket, and pulled out.. what appeared to be an exact version of the Ultimatrix symbol on his body whenever he changes form. "This…will help serve as communication to the rest of us. If the Avengers ever need help with something like Ultron again…give us a call."

Steve's eyes widened a bit, before he took ahold of the device in Ben's hand. "Thank you Ben," he nodded.

"Yeah…just try not to get yourselves in a mess like this again. You know…as in not creating another homicidal robot," Kevin quipped, before Gwen elbowed him in the stomach.

The super soldier chuckled, "We'll try," he replied, before holding his hand out to Ben, "Take care of yourself and your team Ben."

The changeling smiled, and shook the elder hero's hand, "I will," he nodded.

Steve walked over to Kevin, smirking as he held out his hand, "Try to behave yourself Kevin."

The Osmosian teen shook the super soldier's hand, a smirk plastered on his face, "No promises," he replied, getting Steve to chuckle.

Finally…he walked in front of Gwen, "I'm gonna be counting on you to keep these two in check," he joked.

Gwen chuckled, "Everyday, Captain. Everyday. Feels like I'm a 24/7 babysitter," she laughed, shaking his hand. Steve than knelt down and scratched a bit behind Ship's "ear", causing the tiny alien to (essentially) "purr" in delight as he rubbed his head along the super soldier's leg.

After that "moment", Ship then jumped ahead of everyone. The little alien began levitating and maneuvering in a circle…before changing into a car (the same as when they first arrived on this Earth). The three teens were let in when Ship absorbed the doors into himself, before materializing them back once they were in.

Ship began driving away from the compound, looking back to give a final wave at Steve (who gave them a smile and a two-fingered salute) as the Avengers Compound grew smaller and smaller behind them.

Until…it was gone, leaving the three teens (and their alien companion) alone with their thoughts.

[+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+]

(In Another Galaxy)

Elsewhere…far, far away from the Earth and our heroes…sat a dangerous and feared being.

This being towered over most beings in his galaxy, and others. Large and imposing, the being possessed dark purple skin without any hair. He wore golden armor, a golden helmet by his feet and a massive double-bladed sword leaning against his throne.

This man, this…entity was known by many names and titles across the stars. Monster. Killer. Demon. The Dark Lord. The Destroyer of Worlds. The _Mad Titan_.

This…was Thanos.

Thanos groaned slowly to himself, his own thoughts grating his patience thin. His minions had failed him on one too many times, the mere thought of it getting Thanos to clench his hand on one of his armrests (cracking it underneath his strength). Despite the…failures of his underlings, there was an important lesson that he was taught from these experiences: he won't truly be able to rely on the use of others to attain his prize.

The Infinity Stones.

"So be it then," Thanos spoke in his deep voice (a voice that's struck fear into thousands for centuries), "It's clear that I can't rely on my underlings to acquire the stones for me," he spoke as he stood up, picking up his helmet and putting it on, "Fine," he took ahold of his weapon as he began walking from his throne, "I'll do it myself."

It's time to take a little visit…to Nidavellir.

**(Author's Note: Annnnnnnnnd scene!:)**

**(1): Yes…I am aware that it's…odd that Gwen in particular seem "so" concerned about Thor. Well…two reasons: 1. She was closest to him, so…was the first to notice. And 2. He's a "teammate" (for the mission), and she doesn't want him to get hurt or die. Duh:/**

**(2): I'm aware that Kevin has seen a lot of stuff, and possibly SHOULDN'T be surprised by the Hulk. But…a lot has happened recently, and he's not sure what this universe holds.**

**(3): Even with him being intangible, I see no reason as to why Gravity Manipulation wouldn't effect Big Chill. The same reason that I think Telekinesis would still affect him:/**

**(4): Yes, I'm well aware how Vibranium is supposed to be one of the most indestructible metals in the Marvel Universe. HOWEVER…when I was looking at the MCU Wiki, I discovered that Vibranium is weak to sonic attacks. So…Sonorosian power:/**

**(5): Pietro was able to hear Clint's words because he was running around the battlefield:/**

**So yeah…I prevented Pietro's death. Be honest…how many of you expected me to do that?;) But yeah, I _never _liked how he was killed off in his _first _movie (and then hardly even MENTIONED again). So...I saved him. **

**I also changed the "ending" scene with Thanos. While Age of Ultron's post-credit scene was cool, it…doesn't really make a lot of sense, given what we know from Infinity War. The reason that was given for Thanos taking years to begin his quest for the Infinity Stones was because he knew that the forces of the universe would quickly rally against him, so…he didn't begin his quest until he knew the location of all six of the stones (which he didn't, until he knew where the sixth and final stone was…the Soul Stone). So…he put on the Infinity Gauntlet, proclaimed "I'll do it myself", and just…put the gauntlet back, and didn't do anything for another three years? Realistically…that doesn't make a lot of sense:/**

**And now…we continue our "Arrowverse talks". We'll be going over the last two weeks of premieres (from the 10th to the 20th), meaning that all episodes will be discussed. If you're NOT caught up with those shows, then don't continue reading. If you do continue reading, you lose your right to complain if anything gets spoiled for you (because I warned you). Cool?**

**…**

**…**

**…**

**…**

**…**

**…**

**…**

**…**

**Cool.**

**-First of…Batwoman, Episode 6: I'll Be Judge, I'll Be Jury**

***I'm surprised that the Arrowverse gave us an actual name to the Joker, Jack Napier. I heard that name before…but it was in a fanfiction, so I didn't think it was an actual name for the Clown Prince of Crime:/**

***I knew that Chris wasn't the Executioner:)**

**About the real Executioner, however…I do feel bad for him. Feeling like he'd committed THOUSANDS of deaths to probable innocents…I can't be very surprised that he was so effected.**

***YES! I am SO glad that someone FINALLY called out Sophie for her BULLSHIT throughout the season so far!:) "Betrayal"…is the _perfect_ word used to describe her. And Mary just SHOT up to probably my FAVORITE character in the show:)**

***I…wasn't a fan of how Alice and Mouse were portrayed, nearly trying to break their sibling-like bond immediately after establishing it in the last episode. It's like…give us an episode or two, you know what I mean?**

**-Next up…Supergirl, Episode 6: Confidence Women**

***Man…this season continues to just break my heart with Lena:(**

***This…Leviathan, man. Fucking…crazy. Very freaky0_0**

**I'm…uncertain where Andrea stands with them after they killed Russell (COMPLETE dick move, BTWs). Is she STILL gonna listen to them? Will they have her killed (assuming she'd even be a THREAT)? **

**One plus though…Lena's on to them now. She'll know about them…she'll be on their tail now…and now? They'll be screwed:)**

**-Next up…Black Lightning, Episode 5: The Book of Occupation: Chapter Five**

***I'm calling it…rejuvenating Tobias is gonna bite everybody in the ass. He is going to betray everybody, even if he may die in the same episode he attempts in:/**

***Damn. I can't believe they just killed off Tavon like that:/ Got me right in the feels!:(**

***I'm…honestly surprised that Anissa didn't recognize Khalil. I thought it was going to lead to this big "OMG/WTF" moment, when Team Black Lightning would realize that Khalil was still alive (or was…cloned, or something). So…a tad disappointing.**

***That scene with Jefferson and those A.S.A soldiers…I don't think a scene in a CW DC show has ever pissed me off more:(**

**I am glad that Jennifer got to beat the shit out of those bastards! My _only_ complaint is that we didn't get to see it (which, hopefully, we'll get to see in a flashback sequence in the next episode):/**

***I was…worried about Chief Henderson's actions against Two Bits and Reverend Holt, but…I'm glad to see the beginnings of a "Rebellion" officially moving forward:)**

**-Next up…Batwoman, Episode 7: Tell Me The Truth**

***This episode…made me very pissed at Sophie:( Not only is she essentially…blackmailing Kate with her secret, but the fact that she then went behind Kate's back at the academy AFTER THEY PROMISED EACH OTHER!**

**But…I'll say this…this episode did give me a…somewhat better understanding of Sophie and her mindset, and why she did what she did. I'm not proud of what Sophie has done…but, I DO understand why she did so:/**

***Julia Pennyworth…did ANYONE else know that Alfred had a kid?! Like…AT ALL?! In ANY continuity?!0_0**

***So…Mouse was Jacob in the episode? If that's true…where's the real Jacob?0_0**

**-Next up…Supergirl, Episode 7: Tremors**

***So…Leviathan IS a group, as opposed to an entity. Okay:/**

**I'm very disappointed that Brainy said the word "earthbender", and no one brought up the fact that he referenced "Avatar: The Last Airbender":(**

***Brainy being "non-inhibited" was pretty funny:)**

***And truth between Kara and Lena…comes out. And, let me tell you: that scene? Broke…my…HEART!:( You can REALLY feel the emotion behind each woman, Kara's feeling of despair and Lena's sense of betrayal. I know it won't happen soon, but…PLEASE have them make up!:(**

**The scenes with Alex and Terri, and then J'onn and Malefic only drove the nail in further. Us seeing two relationships being strengthened (in the case of the former) or fixed (in the case of the latter)…and another being ripped apart:(**

**-Next up…Black Lightning, Episode 6: The Book of Resistance, Chapter One**

***Not cool for Jamillah (who's name I just remembered what Olson. Confirmation of Jimmy Olson and everyone of Metropolis existing within the world of Black Lightning?) trying for an interview with Jefferson at Tavon's funeral! Not cool:/**

***Lynn…don't give the files of the meta-kids to Tobias! You KNOW you can't trust him!0_0**

***What's been going on with Jefferson and Anissa this season? It feels like their relationship is deteriorating:(**

***I…did not expect for Brandon's power to be geokinesis:/**

***Jefferson should have let Odell die:/**

***So…with Gambi, we've got our first main hero/ally to be aware that Khalil is still alive. The plot thickens:)**

***I REALLY hate Odell and the ASA. Now…they ruin Jefferson and Lynn's relationship, as if they haven't done ENOUGH:/**

**-Next up…Arrow, Episode 5: Pronchost**

***Wanna hear something funny? Before I went in to watch the episode, I genuinely forgot that we were back in Star City…and, that the kids had come from the future:)**

***Geez. I knew Mia was a skilled archer…but DAMN!0_0**

***I've heard a theory that Lyla is working with the Monitor to get back her daughter Sara, who (for those who either don't know or forgot) was essentially "erased" when Barry struggled to put the timeline back together after Flashpoint. I suppose it's as good a guess as any, with her being willing to "betray" her friends and family for the whims of a cosmic being:/**

***I'm glad Roy is back:) And John was right in the beginning of the season, the coming crisis is the definition of "all hands on deck".**

***I'll be honest…I was kinda surprised that the Laura's dilemma was "fixed" so quickly. Guess even I underestimated her:/**

**(Sighs)…damn it Lyla. She better know what she's doing.**

**-Next up…The Flash, Episode 6: License to Elongate**

***Barry and Ralph episode…pretty good:)**

***Good to see Chester back up again:)**

**I hope he stays with Team Flash, AT LEAST for the rest of the season. He's hilarious:)**

***I knew Ultraviolet looked like Mileena:)**

***If the Monitor is as powerful as I believe he is, Nash had better have some serious plan.**

**I think…that Allegra's doppelganger was Nash's daughter, who's probably dead (MAYBE…by the Monitor's hands?). **

***(Sighs)…damn it Ramsey. Forgot about you:/**

**I hope you guys enjoyed the chapter. Let me know what you think. Constructive criticism only, no flames allowed.**

**Review, favorite, follow, and I'll see you guys next time:)**


	4. A Breather

**(Author's Note: Guess who's baaaaaaaaack? I want to start off by sincerely thanking every last one of you. A few months ago, I spoke of how I had been frustrated with the constant asking of when I'll update this AND how people were leaving reviews about this story on DIFFERENT stories. And after leaving that note, I haven't had another. So…I genuinely want to give thanks for the respect you guys have shown. You guys rock:)**

**Limited Imagination: I thought it was cliché too, but I can actually count one hand the number of times I've seen it done (with Ben Tennyson, at least):/ **

**Amit Barabi: Takes away the fun, how?**

**-I know that the "normal route" people will take with these kinds of stories is that only a single character survives to go to a new dimension. But, I had recently read a crossover that had ALL of Team 10 survive, and had binge-watched at least one season of Ultimate Alien. Thus…the entire team survives (and Ship, because I couldn't bear to kill the little guy and I will NOT apologize for that:/). Besides...it at least sets it apart from the usual route. **

**-While I know that the first chapter might SEEM skippable, it actually does a…decent job to setting up some major plot-points in the future.**

**-No, I have no intention of rewriting this story (especially when it's still in the very beginning). I do appreciate the attempt to help, though.**

**-How was Ben underpowered? Because he stayed as Diamondhead for a while? He didn't know how long the fight would last, so he was trying to conserve as much power as he could (plus, there was no immediate threat he was dealing with in the way over, and no immediate desire to change).**

**So…kinda big announcement I have to make about this story: this story WILL feature Ben Tennyson himself gaining a harem. I'm sorry for those of you who are upset about this fact, but my decision has been made and its final. I want to get practice in writing stories with a harem for the future. So…yeah. **

**There will be four women in Ben's harem, and they've ALREADY been decided (so don't ask, or try to "vote" for the candidates you want). It's my intention to handle the harem as capable and realistic as possible, so all I ask is for you all to have a little faith. And for those of you who DON'T want for Ben to have a harem...I hope you'll at least give the story a chance, but I'd understand if you stop reading. **

**And, with all of that out of the way...hope you guys enjoy:)**

**Chapter Four: A Breather**

Diamondhead ran nearly as quickly as his legs could carry him, holding his arms in front of himself to deflect the dozens upon dozens (if not hundreds) of bullets that were fired at him. He then leapt into the air, and fired diamond shard after diamond shard downwards…piercing through (and destroying) the guns that were shooting at him.

Just then, he threw his arms upward…just nearly catching a rectangular panel that shot down from the ceiling.

Not long after the "conflict" (for lack of a better term) with Ultron, Ben and his team had been contacted by Tony through the badge Ben had given to Steve. Apparently having a "hunch", Tony (rather bluntly) asked if the four of them were from another planet.

Needless to say, they were taken more than a bit off-guard (thinking they'd hid that fact so well). But, seeing as how the Avengers had experience dealing with aliens (one of their own teammates being from another planet, if not another galaxy outright), they figured that no outright harm could come from a "confession" (so to speak). While the team wasn't keen on spilling their ENTIRE "origin story" (for…reasons. Painful ones), they decided that it a confirmation wouldn't hurt…so they told Tony that "Yes", they weren't from this planet (which wasn't, _technically_, a lie).

After having his theory confirmed, Tony did something that the team would never have guessed or suspected in ANY regard. Finding out that these kids had nowhere to go (and not too much money between them), Tony had taken it upon himself to help them out. Not only had he arranged a house to literally be given to them, he'd also given them a SUSTAINAL amount of money. Despite the fact that they'd constantly insisted that these things were NOT necessary (well…Kevin wasn't as "enthusiastic" as his companions), Tony refused to hear any of it. His exact words were "You kids risked your lives, to save a planet that you had absolutely NO loyalty to or affection for. And seeing as how you're pretty much stuck here with little resources, I figure me helping out is the LEAST that you guys deserve. Think of it as…a "Thank You", curtesy of us Earthlings" **(1)**.

While Ben and Gwen didn't want to be an issue (and not being the most "eager" about taking handouts), Kevin didn't really complain. As he pointed out to the Tennyson cousins, they all had NOWHERE to go, and the combined amount of money that they did have wouldn't last long even with gathering the necessities (which is only assuming that the money from their home would even work in an entirely new universe, even if they were on another version of the Earth).

Whatever "pride" they may have about the situation…they could put it aside for the sake of survival.

So…a day or two later, the "otherworldly" teens drove through New York, until they came across the house that Tony had gotten for them. It was…nothing out of the ordinary, really. A simple two-story household, white in coloration with a red rooftop. You'd never know that a shapeshifter, a sorceress, a hybridized criminal, and a technological canine were living there.

As Diamondhead pushed against the rectangular "column" with all his might…there was suddenly a loud "BEEP!", along with a red alarm. The pressure of the column above immediately lessened, a split second before it retreated back into the ceiling. The Petrosapien let out a breath…before slapping the symbol on his chest, disappearing in a flash of green light.

In the Petrosapien's place…stood a MUCH smaller creature, standing at only four inches tall. He was a green-skinned, frog-like alien wearing a white jumpsuit with a single black stripe running vertically down his body. He had long fingers, three toes, black cuffs around his wrists, and had (what appeared to be) "toe-less" black boots over his feet. He had a large head, two large green eyes (with horizontal, rectangular-like pupils), and the Ultimatrix symbol on his chest. "GREY MATTER!" The tiny alien called out, before running up to a white "tower" near the corner…opening up a panel and crawling inside.

The room that he was in right now? Well…that's kind of a story in of itself.

Even after buying things like food and furniture, they still had a substantial amount of money (both given to them by Tony, and out of their own pockets). Despite that fact, they were smart enough to know that the money they had wasn't infinite (and they were NOT going to keep asking Tony for money, like children begging for their allowances). And, with them still going through…things, they know that they needed a plan.

And…that's when Ben came up with one. A somewhat unorthodox one, at that. He was gonna play the stock market.

…

…

…

…

…

Yeah…his answer REALLY took Gwen and Kevin off-guard. Ben defended his decision by stating that they needed to have a supply of income to hold them off for awhile, especially since they all agreed that they did NOT want to go back to Tony again (principle and whatnot). He pointed out that while the stock market can be tricky to handle for most, it'd be a synch for him…and his good friend, the Ultimatrix.

With Grey Matter's intelligence, playing the stock market was so easy it was almost child's play. In only a few weeks, the Galvan had multiplied Team 10's money nearly by tenfold (ensuring that they'll have NO issues with money for the foreseeable future). **(2)**

Grey Matter leapt out of the tower, putting the panel back on with a nod. He then slapped the symbol on his chest, reverting back to human form.

Oh…and, as for the room Ben was in? Well…the super-powered teenagers may have decided against going directly back into the "superhero business", but that doesn't mean that they wanted to let themselves grow weaker due to "inactivity" (as, much like with Ultron, they knew they couldn't just sit on the sidelines if the Earth was threatened again).

And...in order to remain hidden, they needed somewhere secure where they could train. Between the money Ben had obtained for them, the technological "knowhow" of Kevin and Grey Matter, and the overall skills of Gwen and Ship…it hadn't taken long for them to construct an "arena" underneath their house to train in their abilities.

Truth be told, this arena was where the superpowered teens spent a MAJORITY of their time after its construction was complete (with not much else for them to occupy their time). These "training sessions" were MUCH more intense then they were in the past, with it being rare for any occupant to leave without some injuries.

Ben held a hand over his mouth, letting out a yawn as small tears appeared in his eyes. "Hey Ben!" He heard his cousin's voice coming from up the stairs, stopping the changeling from going right back to his training. Heading up the stairs, Ben opened the door in-front of him…hearing Ship's "voice" ring out, before the Galvanic Mechamorph jumped over and began rubbing his head against Ben's leg.

The house that the teens had been given by Tony (besides the arena they'd built underneath the structure) hadn't been very different from a normal two-story household. A kitchen, a living room, two bathrooms and bedrooms, couches and chairs in their living room…they got the whole shebang.

Ben knelt down with a smile, scratching behind Ship's ear (so to speak). Looking up after hearing footsteps, he saw his cousin standing above him…a soda in her hand, and her eyebrow raised. The smile on Ben's face fell, "What? What'd I do?"

"That's a pretty guilty thing to say, Benny boy," Kevin commented as he walked from the kitchen, a bag of chips in hand, "Did you do something that we should know?" Ben looked at Kevin with an unamused expression on his face, to which the Osmosian simply smirked in response.

"I heard the alarm from the arena. I just wanted to make sure that you didn't break it. Again," she commented, a unique combination of a teasing smirk and an annoyed frown on her face.

"I thought we had agreed to never speak of that incident...again," Ben shot back, his green eyes narrowed.

"_You_ agreed," Kevin pointed out.

"_We_ made no such promise," Gwen commented, a similar smirk appearing on her face. Ben replied with a simple roll of hid eyes, grumbling to himself as he pet Ship's head.

"I'm making a sandwich," was the only response Ben offered to his housemates, as he slinked off to the kitchen. Gwen and Kevin simply laughed out loud, while Ship simply looked on in confusion.

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Ben whistled a tune to himself, washing his plate and glass underneath the sink's water (one of the first rules of their house: whatever dishes/glasses/utensils you use, you have to wash them yourself **(3)**).

Just then…the Ultimatrix began beeping. "Hm?" Ben looked towards the matrix in confusion, drying off his hands before holding it up to his face. He twisted the dial a few times, before pressing down on the symbol…resulting in a green hologram to appear. A hologram of-.

"Oh, hey Wanda," Ben greeted the brown-haired woman. Over the course of the last month, Ben and his companions hasn't spent MUCH time outside of getting themselves "set up" on this new Earth (not counting training). Apparently…Pietro had discovered the badge that Ben had given Captain America for emergencies, and (to little surprise) had used it to communicate with the teens from another world (or…dimension, would probably be more appropriate).

Despite the fact that the "emergency badge" was (technically) being "misused"…none of them had really minded it, actually enjoying the opportunities to talk to their new friends (primarily Pietro and Wanda).

"Hey Ben," Wanda smiled, which quickly turned teasing, "Have you guys been behaving yourselves?"

"Absolutely not," Ben replied without even missing a beat, a similar smirk on his face. That smirk was only kept for a moment, before he burst out laughing (Wanda quickly following suit). "So…what's up?"

"Well….things around here have been pretty "static" (so to speak), and Pietro offered you guys to come over to help "shake things up"," she air-quoted, "His words, not mine. He then spoke to Cap, who agreed. So…this is me, extending the invitation," she held out her arms in a joking fashion.

Ben chuckled, "Very effective offering, truly," he teased, to which Wanda responded by giving a small (mocking) bow, "But, yeah…sure. Me and the others will be over within an hour or so. That enough time for you,, Ms. Maximoff?"

Wanda's eyes narrowed at the changeling, before flipping her hair in a…dramatic fashion, "That'll be…acceptable, Mr. Tennyson," she spoke in a faux-arrogant voice…which only lasted for a moment, before her façade broke and she chuckled. The two young adults bid one another farewell, before Ben cut off the communication link.

"HEY GUYS!" Ben yelled out throughout the house, "COME HERE!" A few seconds, Ship slipped from…wherever he was, jumping up towards Ben before wrapping himself around the changeling's leg. "Hey there buddy," he greeted with a smile, before turning his head back up, "COME ON GUYS! WE GOTTA GO! PUT YOUR PANTS BACK ON, AND LET'S GO!"

About twenty seconds later…Gwen and Kevin came down the stairs. "That's not funny Ben," she spoke, an unamused expression on her face, "We were just talking."

Ben raised a single eyebrow, "Talking?"

"Yeah…talking Tennyson," Kevin replied, with crossed arms, "I can talk too, you know. When I want to, that is," he added on with a glare and a pointed finger.

Ben simply…stared, at his cousin and best friend in silence for a moment or two. He looked them up and down real quick, before turning around and heading towards the door, "Kevin has a hickey on his neck, and Gwen your shirt's on backwards," with a small smirk on his face, Ben walked out the door (Ship following, and jumping into his jacket).

Behind hhimhis fellow teens looked like deer caught in a headlight, their faces having darkened CONSIDERABLY. Kevin quickly covered the side of his neck while he followed Ben, while Gwen quickly acted to remove her shirt and place in back on the right way.

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(Later)

The teens from another dimension were nearing their way to Avengers Compound, being taken by Ship (having reverted to his "car state"). Gwen and Kevin hadn't said a WORD to Ben since they entered the car, causing Ben to simply sat with crossed arms with a cocky smirk plastered on his face.

They were stopped at the entrance to the compound for only a few moments, before a green light shown and the gates opened. When they drove up to the building itself…they were greeted with the sight of Wanda, leaning against the outside wall. When her eyes locked on the approaching "car", and gave a wave.

"So glad you could all time out of your oh so busy schedules," Wanda teased, taking a moment to reach down and pet Ship's head after he'd reverted back to normal (causing the Galvanic Mechamorph to almost "purr" pleasantly).

"Yeah, though we had some.. issues to deal with before we left," Ben commented, giving a side-eyed glance at Gwen and Kevin (who promptly blushed darkly, refusing to meet the eyes of anyone else present), "But…if the fearsome Avengers needed our presence, who are we to say no?"

"Nice to see some respect," Ben jumped at the sudden voice of Pietro near his ear. Turning around, he saw the silver-haired boy standing…smirking, with crossed arms. "Didn't scare you, did I…Benny?"

"First sign, don't call me "Benny"," the changeling virtually growled at the speedster (who wasn't phased in the slightest), "And second sign, I'm not afraid of you. That much…I can promise." Despite Ben's words, Pietro couldn't help but laugh.

And, after a moment…Ben joined him.

"What? Gwen and I don't get any love? Not even a "hello" from either of you?" Kevin commented.

"Aw…I didn't know you cared so much about what we thought, Kevin," Wanda spoke, her smirk only growing wider.

"I don't," Kevin deadpanned, before Pietro threw an arm around his shoulder.

"You cant fool us, buddy. We know you care."

"Get off of me!"

"Well…look at that, we're already making things more interesting," Ben laughed as he watched the two boys push against one another.

"Yeah…I'm sure this'll be fun," Wanda laughed out loud too, holding a hand over her mouth to try (keyword being TRY) and cover her laughs. And, after a few moments…Gwen began laughing too, with Ship not falling far behind.

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After Kevin and Pietro had finished their…"fight", the Maximoff twins led their friends into the Avengers Compound. Nothing within the building had seemed to change very drastically since the last time they'd been there (despite the fact that the compound's insides were the prime focus of their last visit).

The first person they saw was Natasha, drinking from a mug in the kitchen. When she noticed the various teens (and tiny alien) walking into the room, she looked at the twins with a frown on her face (that almost seemed TOO forced to be real), "I thought I talked to you both about this…we _can't_ afford to take in anymore strays."

"Oh…ha, ha, HA," Kevin fake laughed, "Very funny, Romanoff. You come up with that one all by yourself?"

"I'd be careful with what you say to her, Kevin," Pietro interjected, "Especially considering the fact that she probably knows at least _eleven_ different ways to kill you using just her thumb."

"That…can't be right," Gwen spoke, a single eyebrow raised.

"She's right," Natasha replied as she placed her (finished) mug in the sink, "It's eleven ways with the index finger. Only seven with the thumb," she held up said thumb (almost as a demonstration).

Ben chuckled, "Nice one." He then leaned over to Wanda, "She's joking, right?" He whispered.

She just shrugged, "Possibly. But.. she IS a master super-spy, so…," she let her thoughts trail off.

At that moment, Steve walked through the door…Rhodey and Sam heading in behind him. "Nice to see you kids got here alright," Steve chuckled, reaching forward to shake Ben's hand.

"Kids? You're not THAT older then us, you know," Ben shot back. At that moment, EVERY Avenger in the room started laughing.

"Trust me…I am," Steve replied, patting the teen on the arm.

"Hey," Kevin called out, taking a look around, "I only count six heroes…where's the robot…with the, glowy gem in his skull?" Kevin pointed to his own forehead.

"I'm an android," a voice suddenly spoke mere inches from the back of Kevin, causing the Osmosian teen to jump and turn around to punch whoever was behind him (Ben and Gwen readying themselves in similar veins)…only for his fist to pass through the intangible body of Vision. Said synthetic looked down with a curious expression, before looking back up to lock eyes with Kevin, "And…I believe it was called an "Infinity Stone"."

"There he is," Sam commented, laughing when Kevin turned to glare at him.

The Osmosian then turned to glare at the android, "Where the hell did you come from?!"

"He phased through the wall," Wanda answered, "Vision…doesn't exactly "like" using doors, so it seems."

"Nice to see that you're keeping your reflexes handy, though," Rhodey chimed in.

"That's not funny," Kevin deadpanned.

"Agree to disagree." Kevin then looked around,, noticing how pretty everyone was either chuckling (Ben, Gwen, Sam, Pietro, Wanda, and Rhodey himself) or smirking (Steve, Natasha, and even Vision).

"So I'm just being ganged up on now? That's what's happening?"

"Aw…doesn't everyone just feel bad for POOR Kevin?" Ben teased, smirking as he patted his best friend on the shoulder.

"I'm playing him a song on the world's smallest violin," Natasha jumped in, rubbing her fingers together.

"Okay…you know what? Fine," he began walking towards the refrigerator, "You make fun of me? I take your food." Unable to take in anymore, Ben and Gwen (and even Ship) started laughing out loud (many of the others not taking long to do the same).

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Not long after their…festive arrival, the heroes from another reality had settled in quite well at the compound. Wanda revealed to them that Steve, Natasha, and Vision had prepared some food for when their friends had been invited over.

Pizza. Easy to make, and QUITE delicious. The MOMENT that the smell of that cheese and sauce had made their way into their noses…they started drooling, and their stomachs started growling and rumbling like Vulpimancers!

And with a LOT of pizza having been made (due to the hyper-metabolism of one such as Pietro), well…that just made things all the better.

"So…what've "Earth's Mightiest Heroes" been doing since we last saw each other?" Ben asked, taking a bite of a slice.

"Oh…you know," Pietro waved off, "Training. Learning. Taking down a few criminals here and there. You know…normal people stuff," he jested, finishing off his THIRD slice of pizza (and wasting NO time in reaching for a fourth).

"I think your definition of "normal" is VERY different from others," Gwen teased, taking a sip of soda.

"Normal is…a matter of perspective, I think," Vision inquired from his position on one of the chairs.

"Yeah…I mean, look at us," Kevin spoke, before turning to point at Rhodey and Sam, "Two soldiers-," then he pointed at Steve, "-a "super soldier" from another era-," then Natasha, "-a _literal_ super spy-," next were the twins, "-two meta-humans-," then Vision, "-an ANDROID, with some…cosmic stone in his skull-," he then pointed a thumb at his chest, before wrapping an arm around Gwen's shoulders, "-two alien hybrids-," next was Ben, "-a shapeshifter-," and, finally…Ship, "-and a techno-organic alien."

"Yeah…aren't we just one, big happy family?" Rhodey chuckled, taking a sip from his bottle of bear.

"Fucking A," Kevin held up his drink.

"Steve!" Wanda suddenly called out, pointing to Kevin "Get him. He said a bad language word."

While Kevin and his friends looked on in confusion, Steve just sighed in annoyance. He then looked to Natasha, Rhodey, and Sam, "Which one of you was it?"

"Me," Natasha raised her bottle into the air, a shameless smirk on her face.

"So…what? You just told everyone that?"

"I told everyone who would listen," Natasha replied, "And I noticed that when you start a story with "Hey, wanna hear an embarrassing story about Captain America?", a LOT more people tend to listen."

"What…what was that?" Ben asked, completely stumped.

"On a mission we had a month ago, before the mess with Ultron," Natasha started, smirking when she heard Steve sigh in annoyance, "We were taking out a H.Y.D.R.A base…criminals," she added, noting the confused expression on the teens' faces, "Something happened with Tony, he yelled "SHIT"…and, Steve, without missing a beat, LITERALLY replied with "Language"," she did her best to mimic Steve's (deeper) voice at the end of her sentence.

…

…

At that moment…Ben, Gwen, AND Kevin started laughing like MANIACS. Gwen had to lean on Kevin's chest for support, while Ben literally fell out of his seat in laughter. Their reactions (and the story itself) caused just about EVERYONE in the room to start laughing themselves.

Everyone…except for Steve that was. "Yep. Laugh it up," he deadpanned, "I'm _so_ glad that you guys are enjoying yourselves."

"W-Wait a minute," Ben spoke through his giggles, "So let me get this straight: middle of a life-or-death battle…you seriously took the time to criticize your teammate because of his LANGUAGE?!"

"It just slipped out," Steve defended, using the same "phrasing" that he had with Tony in the moment. Unfortunately (for Steve), his response only made Ben laugh harder. "Real nice, guys. _Real_ nice. I'm so _very_ glad that you're all enjoying yourselves."

"Oh, come on Rogers," Natasha playfully shoved her body against the super soldier's, "We're just playing around. No need to be so sensitive." Steve simply looked at her with an "I am not amused" expression, which (of course) only made Natasha laugh even harder.

"Can we change the subject? PLEASE?!"

Ultimately, it was Wanda who decided to have mercy on the super soldier, "Alright, alright," she turned towards Ben, "So Ben…how've you guys been? Doing anything of…interest?"

"Not…particularly, no," Ben shrugged, "Not much besides just setting ourselves up. We don't live very exciting lives. Well…we did build ourselves a place to train underneath our house."

"How the hell you'd do that? In a month, no less!" Ultimately, it was Rhodey who asked the question that was on everyone's mind.

Ben tapped the dial on the Ultimatrix, "Got a LOT of forms and powers in here. All those powers, combined with some technological know-how from Kevin and a little monetary aid from Tony…and it was actually a lot easier to take care of than you might think. Better be careful, we may put your little "compound" here out of the contest by sheer coolness factor," he teased with a smirk.

"It's not a competition," Steve replied.

"Life IS competition, cap'n," Kevin replied with a laugh, getting the super soldier to merely roll his eyes in response.

"The shell doesn't matter," Pietro commented, patting his chest and holding out his other arm to his fellow Avengers, "It's what's inside that counts."

"Yeah," Ben shrugged with shut eyes, taking a sip from his soda in hand…before he smirked (eyes still shut), "We've got you beat there too."

"Oh…is that a fact?" Wanda asked, a single eyebrow raised. Ben locked eyes with the redheaded telekinetic…and didn't drop his smirk (it almost seeming to grow, at that). Wanda waved her finger around the room, "Remember who you're surrounded by, Ben…don't get yourself killed."

"Please," Ben scoffed, "With the stuff I've survived, I'm not sure I can die. And that's not even exaggeration," he held up his "watch hand", "I'm pretty sure this thing has some kind of fail-safe that won't let me be killed."

"That's a BOLD statement to make," Rhodey chuckled.

"We should test it out," Sam commented, before turning to Natasha, "Nate…go kill him."

"Do it in a way where it'd be REALLY difficult for him to come back normally," Wanda interjected.

"You and Sam wound me Wanda," Ben teased, pouting as he put a hand on his chest.

"No," Wanda shook her head, before pointing towards Natasha, "We're trying to get _her_ to wound you."

"How 'bout you just kick his ass yourself, Wanda?" Kevin offered with a mouth full of food, "I'd like to see that."

"Who's side are you on, Kevin?"

"Yours…but that doesn't mean I wouldn't enjoy seeing you get your ass kicked every once in a while. But…that's not gonna happen, right Tennyson? Because you're obviously SO amazing."

Ben smirked, "Heh…stroke my ego, why don't you?"

"I actually wouldn't mind seeing that," Sam spoke up, "Wanda and her crazy powers, your friend and his "shape-changing watch"…that'd be quite a show."

"Oh yeah, I'd REALLY like to see that," Pietro exclaimed, an excited smile on his face

Wanda rolled her eyes, "Yeah, why does that not surprise me?"

"Could be interesting," Natasha spoke up, "Probably have to take it outside given your…crazy powers. But…definitely possible."

"Well," Wanda then turned to Ben, "Ben, what say you? Interested in…putting your money where your mouth is?" She flicked two fingers upwards, a small glimpse of her red energy being made visible.

Ben set his cup down on the table, holding up with the Ultimatrix with a smirk, "Well…if you don't feel hesitant about taking on someone with my very diverse skill set, I'd love to." The two young adults gave competitive smirks, actually feeling excitement starting to build up within them.

"Well…this'll be entertaining," Kevin said to Gwen, who merely rolled her eyes in response.

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The Avengers and their guests (after finishing and cleaning up) had made their way outside, to a large portion of grass and earth that was far enough away from anything and anyone (excluding their audience).

"Alright now you two," Steve spoke out, as the two superpowered beings were walking away from one another, "Let's try to keep things under control. Not too intense, alright?"

"Well where's the fun in that?" Ben called out as he and Wanda stopped and turned back around to face one another.

"Wanda!" Kevin called out, "Name whatever price you want, and I'll double it…if you go below the waist!"

"You're an asshole, you know that?" Ben shot back to the Osmosian.

"What can I say? It's one of my charms."

"And they're friends?" Rhodey whispered to Gwen.

"The best," was the redhead's reply.

"Let me know if I freak ya out a bit too much, Wanda," Ben spoke as he held up his watch. The only response Ben got was a challenging smirk, and the glow of Wanda's eyes increasing. Without another word, Ben disappeared in a flash of green light…a new figure standing in his place. He now stood as a being with red armor-like skin, his arms and stomach being pitch black in coloration. He had four long metallic fingers on each hand, black spots on his shoulders and thighs, and spikes on his hands and the backs of his legs. He had a "hood" extending from the bottom of the back of his neck to over his head, green eyes, a grey mouth, and the Ultimatrix symbol on his chest, "WATER HAZARD!" Wanda's response was merely to bend her knees slightly, holding her arms out as crimson energy swirled around her fingertips.

The area was silent, each member of the "audience" looking either intrigued (Steve, Natasha, Gwen, Vision, and Ship) or excited (Rhodey, Sam, Pietro, and Kevin) by what was about to happen.

Eventually…Water Hazard was the first to strike, throwing out a single hand and (to an admitted surprise to Wanda) shot out a stream of water from a hole in his metallic palm. The redhead was quick to react, however, by shooting off a "burst" of telekinetic energy to disrupt the water attack. The Orishan didn't give Wanda a chance to launch her own attack, firing off streams of water from both of his hands. Throwing her hands towards the ground, Wanda avoided the attack by shooting herself in the air.

To her surprise, however…Water Hazard suddenly shot a thinner stream of water towards Wanda, the water wrapped around her ankle like a living snake. Wanda only had a brief moment to "get ahold" of the situation…before she was suddenly pulled towards the ground, crashing her into the earth.

When Wanda opened her eyes, shaking out her head a little bit…she saw that Water Hazard having suddenly leapt into the air, his hands poised for another attack. She only had a few moments to quickly roll to her feet and project a shield of energy, as two powerful water beams came shooting at her.

She let out a small grunt as the attack landed, but managed to stay her ground. She threw her hands out and let out a massive energy wave, being successful in canceling out the attack…and creating a defenseless changeling. Before Water Hazard could react or attempt another strike, the Orishan found himself seized in a grip of telekinetic power.

And even though he couldn't exactly see her face…he was just SURE that Wanda was smirking up at him right now.

With a quick and precise "adjustment" of Wanda's hands, Water Hazard was set crashing into the ground. She slowly approached her downed opponent, refusing to release her telekinesis. When they locked eyes, she smirked, "Didn't expect you to go down that easy, Ben."

"Oh, I'm not done yet Wanda," Water Hazard, giving Wanda a look that made her certain that he was smirking at her (if he could, that is). "Ultimatrix!" He called out, "Blitzwolfer!"

Before Wanda could act, the symbol on the Orishan's chest glowed green, "**Vocal Recognition…Confirmed**." Just then…Water Hazard disappeared in a flash of green light and a new figure stood (or…laid) in his place.

Wanda was now staring at a humanoid wolf, a _literal_ werewolf out of legend. His arms, torso, legs, and snout had fur that was a light grey, while its head and swinging tail was a "pale" black in coloration. His arms were long and massive, with three black claws on each hand (that would allow him to touch the ground without bending at all), "spikes" coming out of his elbows with sharp "claws" on his feet. He had on a white suit with black lines on his waist (extending from his chest to his thighs, ending in black lines that went around his legs), green eyes, and the Ultimatrix symbol on his stomach. "BLITZWOLFER!"

A unique combination of astonishment, disgust, and horror ran through Wanda's being as she saw "Blitzwolfer's" snout split (literally split) into four sections…leaving her wide open to the "sonic howl" that came next, the green energy attack knocking Wanda clean off of her feet and sending her sprawling across the ground. With the redhead's power no longer affecting her, Blitzwolfer was finally able to stand up…before he began charging on all fours.

Wanda (in her daze) had JUST enough time to use her powers to push back Blitzwolfer…this being done by seizing his tail in her telekinesis and throwing it to the side, sending him to the ground (and eliciting a pained yelp from the Loboan).

"Hey!" Blitzwolfer called as he stood up, rubbing his behind, "Really? That was a low-blow, Maximoff."

"Aw…what's wrong? Things are too difficult for the alien shapeshifter?" Wanda gave a mocking pout, making her opponent growl.

And then…the Loboan was on the move.

Wanda raised her hands into the air, tearing the ground apart from underneath Blitzwolfer's feet. The Loboan showed impressive speed and agility on all fours, quickly racing and leaping across the ground (and staying no longer than a second on any given location after it started moving).

As Wanda lifted a significantly larger chunk of earth (about the size of a modern house's roof)…Blitzwolfer pushed against the earth with all his might (cracking it), leaping into the air. He then took in a DEEP breath…and unleashed a mighty sonic howl at the redhead.

Wanda only had enough time to project a force-field to protect herself from the attack, gritting her teeth as she tried to put as much power into her shield as possible.

Just then…the attack suddenly stopped, Blitzwolfer taking a different avenue of attack as he lunged towards Wanda (his fangs and claws at the ready). This time, Wanda sent her powers into the ground and launched herself into the air to meet him head-on.

As the two neared one another…Wanda managed a quick maneuver of her hands, completely avoiding the attack from the Loboan. She then brought her hands together, and unleashed a mighty blast of psychic energy to the back of Blitzwolfer.

The members of the audience (including Ship) winced as they saw Blitzwolfer collide with the ground, a seemingly rougher "aspect" than the others before. "Ooph," Pietro chuckled, "That looked like it hurt."

"Wanda's a lot stronger than a lot," Gwen "mused" (for lack of a better term), holding her chin with one hand.

"She kinda reminds me of you, a bit," Kevin nudged Gwen with his shoulder.

"They're both doing pretty well," Steve spoke up, analyzing the two young adults with crossed arms and a curious gaze, "Especially Wanda, given how unpredictable of an opponent Ben is," he then turned to Ben's friends, "The forms that we've seen him turn into…that's not even near his limits, is it?"

"You have NO idea, Captain," Gwen replied with a smirk, Kevin laughing in the background.

Just then…there was a bright flash of green light from the dirt. "JETRAY!" The Aerophibian sped into the sky, appearing merely as a blur of red and yellow to outside viewers. After Jetray had raised up further even into the sky, he fired two beams of green energy out from his eyes. Wanda quickly retaliated by firing off a blast of telekinetic energy, creating a mighty explosion when the two attacks collided.

Jetray suddenly shot through the smoke cloud, and grabbing ahold of Wanda's shoulders with his feet (moving TOO fast in the moment for Wanda to react to). He flew her into the air, spun around quickly for a few moments…before he promptly let go, the dazed redhead being sent falling to the ground.

"Ready to throw in the towel, Wanda?!" Jetray (somewhat mockingly) called out from the air, flying around in a circle through the air.

Wanda didn't reply immediately, as she simply focused on trying to stand up…only to promptly fall to a knee, struggling to rid herself off the dizziness that she was currently facing. "Not…n-not a chance. Don't think you'll get away that easy." Shaking her head out a bit, she glanced back up towards the Aerophibian with her glowing red eyes (which seemed a bit "duller" than usual).

Jetray than fired off his laser again, Wanda reacting by erecting a force-field to protect herself. The Aerophibian began moving, flying in a small circle as his lasers beat down on her shield. After nearly ten seconds of…nothing happening, Jetray paused in his attack. In that moment…Wanda quickly retaliated by firing off blasts of telekinetic energy towards the Aerophibian.

Jetray showed off his impressive speed and agility, carefully avoiding each attack that was sent his way…before he began firing off more of his neuroshock blasters from his tail.

One attack from each of the fighters made their way through the "commotion", colliding with one another (and creating an explosion that shielded the both of them from one).

Just then…another flash of light was visible from behind the smoke cloud, before an absolutely MASSIVE creature fell down from the air (creating a mini-earthquake when he landed). He stood at over twelve feet tall, with most of his skin being dark orange/beige in coloration while his inner torso and arms was a pale peach color. He had a swinging tail, two triangular green eyes, and the symbol on his chest, "HUMUNGOUSAUR!"

The sheer size of Humungousaur made Wanda's eyes widened considerably, taking a fearful step or two back. The Vaxasaurian held his arms in close…before throwing his arms out, letting out a downright monstrous roar (getting ALL of the Avengers to cover their ears, with Gwen and Kevin leaning their heads back a bit).

When the roar had concluded, Wanda took a fearful step back (completely caught off-guard by the size of the one before him). She gulped, holding out her hands in defense. She locked eyes with Humungousaur as her eyes and hands glowed with bright red energy, sweating a bit as she prepared for Ben to attack. Humungousaur clenched his hands into fists, and charged forward with a yell…Wanda (after a moment of hesitation) pushed herself forward as well, levitating slightly off of the ground.

Just then, while they were only a few feet away from one another…a wall of light punk energy suddenly appeared between them, cutting them off from one another. Humungousaur had to slid his feet across the ground to stop, while Wanda (in order to keep herself from "face-planting" onto the wall) had to stop and roll across the dirt.

Immediately knowing the "culprit", Humungousaur turned to his cousin, "Hey! What's the big idea?!"

"Sorry Ben, Captain's orders," she shrugged, motioning her head towards Steve with a bit of a smirk.

"I think that's enough from you two for now," Steve spoke, taking a few steps forward. He then looked around for a bit, smiling for a bit as he looked back to the two younger heroes, "You've guys have…done enough for now," as he motioned his hands around the field they stood on, causing the two of them to notice how MUCH of the ground they stood on was damaged. Primarily, this was done in the form of burn marks on the grass and large chunks of the earth having been violently torn up.

"I want the record to show that a majority of that wasn't done by me," Humungousaur pointed to his chest, before slapping the symbol on his chest and reverting back to his normal form.

"I appreciate your concern, Ben," Wanda replied sarcastically, and promptly got a wink from the changeling in response.

"Lame!" Kevin called as the others made their way over, "You stopped that fight WAY too soon, dude," he spoke to the star-spangled Avenger.

"It's probably better that he did," Ben shrugged, before smirking, "You see the way that she was terrified when she saw Humungousaur? Shaking in her boots!"

"I wasn't scared," Wanda argued, "I was just a little freaked out when faced with a ten-foot tall dinosaur man!"

"Twelve feet tall, actually," Ben corrected, resulting in an eye roll from the redhead (not his cousin).

"No one's impressed by your size, Ben," Pietro commented.

"You sure? Cause you're sounding pretty jealous," Ben shot back.

"That's funny," Wanda interjected nonchalantly, "I was actually beginning to wonder if maybe that form was utilized to…_compensate_ for something," she ended her sentence with a whisper, only smirking when Ben turned to glare at her.

Kevin, on the other hand, began laughing his ASS off. "Oh man, that's hilarious! I can't believe I've never thought of that one."

"It's not that funny, dude," Ben deadpanned.

"Aw, what's wrong Tennyson? Doesn't feel too good when people are teaming up against you, huh? Don't worry," he began rubbing his fingers together, "I'm playing you a song on the world's smallest violin." Ben's immediate response was to promptly flip his best friend off. The rest of the heroes shared a laugh, and spoke a few more words…before they decided to head back into the compound (Ben in particular wanting some more food after his and Wanda's spar).

**(Author's Note: Annnnnnnnnd scene!**

**(1): While I'm suspecting that this'll be something that some may disagree with, I WHOLEHEARTEDLY believe that this is something that Tony would do. Most of the other Avengers (new and old) already have "set-ups" and homes of their own, while Vision and the Maximoff twins are joining the New Avengers to stay at the new Avengers Compound. Team 10 ALSO helped to stop Ultron, and don't…really have anywhere to go after the dust had settled. Being the one most capable to help (and the kids being unwilling to join the New Avengers), I believe that Tony would be willing to help them out (even if they'd say no, he'd still offer). He can be a dick sometimes, but he IS still a pretty great guy:) **

**(2): I saw this in a "Ben 10 crossover" before, where Ben used his smartest aliens to win BIG money on the stock market…and this'll help make things in the story easier. And in case some find it "doubtful", keep in mind that Grey Matter's intelligence is LITERALLY off the charts. Think about this: Brainstorm is one of Ben's most intelligent transformations, stated to have an IQ of one NONILLION! That's a one…with THIRTY ZEROES! And, despite that fact, Grey Matter is confirmed to be Ben's SMARTEST alien! Grey Matter has no less then a thirty-one digit IQ, whereas even the smartest human in history (to MY knowledge, at least) doesn't even crack the quadruple digits. If you combined the IQ of every human on Earth, it wouldn't even come CLOSE to Grey Matter's (who's also able to hack into a complex device like the Omnitrix). If normal humans can figure out how to work the stock market, it'd be downright _stupid_ to say that someone with Grey Matter's intelligence couldn't:/ **

**(3): That's a (kinda) rule at my house that my brother put into play. If everyone in the house (at that time being me, him, our sister, and her son) washes their own dishes as soon as they use them, it'll prevent anyone from having to wash a CRAP ton of dishes at any given time.**

**Little shorter of a chapter than expected, but I hope it didn't disappoint. Sorry if the fight with Ben and Wanda wasn't "ideal"…but I'm still working on writing fight scenes for a character like her (she's a lot trickier than I would have thought:(), so I ended up cutting it shorter than I know many would have hope. I also apologize that the ending wasn't…the best. I originally had an ending in mind for the chapter…but (for reasons to be explained at a later date) I have to save the idea for later.**

**So overall…possibly not the BEST "return" to the story, but it'll get better as time goes on. I only ask for a little (more) patience.**

**So…I'm going to "offer" (for lack of a better term) the possibility of a way for you guys to have greater than normal contributions to the story. If you choose to, that is.**

**But first…I'd like to hear some of your guys' opinion about this: would there be any of you interested in the "premise" of you guys getting the opinion to (potentially) create your own "Ultimate Forms" for Ben's aliens in this story? Or…even your own OC aliens entirely?**

**I have come up with ideas for ultimate forms for multiple aliens with Ben's matrix, ones that I'm considering for ANY possible stories involving Ben 10 I desire (so…some of those may appear). I haven't really looked into completely original aliens, however, but I'm not certain if I'm completely against it.**

**So…would that be something you guys would be interested in? Let me know. However, there's ONE thing that I want to make PERFECTLY clear…this is ONLY me seeing if anyone is actually interested in these ideas. So…I only want for you guys to tell me if you'd be interested in this idea. And if enough people decide that they'd like for it to be done, I'll open up for you guys to give me some suggestions. But ONLY when I say…but not right now (if you send me anything right now, I'll AUTOMATICALLY deny it...got it?:/). **

**So…next chapter should be better. We'll get the appearance of a VERY popular MCU character. I won't specifically say who…but, I'm sure many of you can guess;)**

**Constructive critism ONLY, no flames allowed.**

**Review, favorite, follow, and I'll see you guys next time:)**


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